FIDELITY COMMONWEALTH TRUST, N-30B-2, 1994-06-28

FIDELITY COMMONWEALTH TRUST
N-30B-2, 1994-06-28

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(2_FIDELITY_LOGOS)FIDELITY

INTERMEDIATE BOND
FUND
ANNUAL REPORT
APRIL 30, 1994
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on bond market
strategies.

PERFORMANCE 4 How the fund has done over time.

FUND TALK 7 The manager's review of fund
performance, strategy and outlook.

INVESTMENT CHANGES 10 A summary of major shifts in the
fund's investments over the last six
months.

INVESTMENTS 11 A complete list of the fund's
investments with their market value.

FINANCIAL STATEMENTS 21 Statements of assets and liabilities,
operations, and changes in net
assets, as well as financial
highlights.

NOTES 25 Footnotes to the financial
statements.

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR
ACCOMPANIED BY
AN EFFECTIVE PROSPECTUS. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS
CORPORATION IS A
BANK, AND FUND SHARES ARE NOT BACKED OR GUARANTEED BY ANY BANK OR INSURED
BY THE
FDIC.
PRESIDENT'S MESSAGE

DEAR SHAREHOLDER:
The past few months have been an unsettling time for bond investors. The
bond market declined after the Federal Reserve Board raised short-term
interest rates from February through May. These rate hikes caused bond
yields to rise and bond prices to fall. While nobody knows whether rates
will continue to go up, this may be a good time to review the effect rising
rates have on your bond fund investment, and consider how well your current
bond fund holdings match your original investment goals.
Most investors choose bond funds to generate income and to help diversify
their investment portfolios. Despite the recent market downturn, bond
mutual funds still satisfy these needs. Where investors have felt the
negative effect of rising rates is in the market value of their investment,
which has eroded as bond prices have fallen. It's important to remember,
however, that this loss in principal is only "on paper" until you choose to
sell your shares. That's why your investing time horizon is key.
If your time horizon is short - one year or less - you may want to consider
shifting all or part of your bond fund investment into a money market fund.
If you can't keep your investment in the bond fund until yields start
falling again and bond prices rise, you increase your risk of not recouping
the full value of the shares. A money market fund provides a stable $1
share price and a yield that becomes more attractive as rates go up.
If you don't need your money within the next year, staying in your bond
fund may be the appropriate strategy for you. The longer your investing
time frame, the better your chances of retaining your principal investment
through periods of rising AND falling rates. For example, if you plan to
use your money in one to two years, a short-term bond fund may be the right
choice. If your time frame is two to four years, a fund with an
intermediate length average maturity may be best. If you have a longer-term
goal - say a child's college education that's ten years away - you may be
willing to ride out the bond market's peaks and valleys in exchange for the
higher potential returns of a longer-term fund.
If you have questions, please call us at 1-800-544-8888. We would be happy
to send you a Fidelity FundMatch kit, which can help you determine the mix
of investments that is right for you. You might also find it convenient to
set up a regular investment plan using the Fidelity Automatic Account
Builder.
We look forward to hearing from you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each figure
includes changes in a fund's share price, plus reinvestment of any
dividends (or income) and capital gains (the profits the fund earns when it
sells bonds that have grown in value). You can also look at the fund's
income to measure performance.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1994 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Intermediate Bond 2.93% 54.09% 168.73%

Lehman Brothers Intermediate
Government-Corporate Bond Index 1.01% 55.27% 166.82%

Average Intermediate Investment
Grade Bond Fund 0.60% 53.40% 169.61%

Consumer Price Index 2.36% 19.74% 42.97%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or ten years. For
example, if you invested $1,000 in a fund that had a 5% return over the
past year, you would end up with $1,050. You can compare these figures to
the Lehman Brothers Intermediate Government-Corporate Bond Index - a broad
measure of the performance of intermediate (one- to ten-year) bonds. To
measure how the fund stacked up against its peers, you can also look at the
average intermediate investment grade bond fund, which reflects the
performance of 123 funds tracked by Lipper Analytical Services. These
benchmarks include reinvested dividends and capital gains, if any.
Comparing the fund's performance to the Consumer Price Index helps show how
your fund did compared to inflation.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1994 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

Intermediate Bond 2.93% 9.03% 10.39%

Lehman Brothers Intermediate
Government-Corporate Bond Index 1.01% 9.20% 10.31%

Average Intermediate Investment
Grade Bond Fund 0.60% 8.92% 10.41%

Consumer Price Index 2.36% 3.67% 3.64%

AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER 10 YEARS
MonthEnd IntermediateGovernment/C
04/30/84 10000.00 10000.00
05/31/84 9691.24 9816.00
06/30/84 9769.45 9912.20
07/31/84 10176.91 10228.40
08/31/84 10346.45 10366.48
09/30/84 10616.86 10563.44
10/31/84 10991.95 10921.54
11/30/84 11186.99 11127.96
12/31/84 11351.07 11288.20
01/31/85 11620.60 11484.62
02/28/85 11391.20 11359.44
03/31/85 11547.56 11548.00
04/30/85 11823.81 11769.72
05/31/85 12487.15 12219.33
06/30/85 12612.04 12342.74
07/31/85 12517.29 12341.51
08/31/85 12777.26 12520.46
09/30/85 12814.55 12614.36
10/31/85 13025.84 12804.84
11/30/85 13311.72 13026.36
12/31/85 13684.59 13328.58
01/31/86 13821.31 13413.88
02/28/86 14306.06 13729.10
03/31/86 14678.93 14090.18
04/30/86 14666.50 14184.58
05/31/86 14407.55 14020.04
06/30/86 14789.47 14345.31
07/31/86 14894.83 14490.20
08/31/86 15197.73 14816.22
09/30/86 15066.03 14694.73
10/31/86 15276.75 14885.76
11/30/86 15421.61 15027.18
12/31/86 15502.14 15078.27
01/31/87 15678.05 15230.56
02/28/87 15777.01 15308.24
03/31/87 15719.58 15276.09
04/30/87 15305.91 14996.54
05/31/87 15234.58 14962.05
06/30/87 15448.55 15143.09
07/31/87 15462.82 15177.91
08/31/87 15405.75 15138.45
09/30/87 15147.57 14941.65
10/31/87 15500.59 15368.98
11/30/87 15682.92 15467.35
12/31/87 15812.86 15629.75
01/31/88 16277.41 16029.87
02/29/88 16487.46 16207.81
03/31/88 16363.40 16146.22
04/30/88 16302.42 16118.77
05/31/88 16211.84 16047.84
06/30/88 16493.64 16303.01
07/31/88 16482.47 16268.77
08/31/88 16520.50 16293.17
09/30/88 16789.91 16576.67
10/31/88 17012.18 16802.12
11/30/88 16913.44 16659.30
12/31/88 16953.86 16674.29
01/31/89 17133.34 16849.37
02/28/89 17101.30 16780.29
03/31/89 17181.29 16852.44
04/30/89 17439.30 17189.49
05/31/89 17774.59 17529.85
06/30/89 18179.76 17971.60
07/31/89 18534.05 18340.02
08/31/89 18287.40 18103.43
09/30/89 18385.92 18188.52
10/31/89 18769.59 18574.11
11/30/89 18915.18 18750.57
12/31/89 18957.48 18803.07
01/31/90 18767.62 18682.73
02/28/90 18818.82 18751.85
03/31/90 18823.51 18776.23
04/30/90 18701.18 18710.51
05/31/90 19123.76 19122.15
06/30/90 19372.05 19378.38
07/31/90 19624.76 19647.74
08/31/90 19464.69 19567.19
09/30/90 19618.13 19717.85
10/31/90 19794.20 19946.58
11/30/90 20129.21 20249.77
12/31/90 20387.52 20527.19
01/31/91 20586.04 20736.57
02/28/91 20733.45 20902.46
03/31/91 20845.65 21044.60
04/30/91 21058.97 21273.98
05/31/91 21151.53 21403.75
06/30/91 21137.82 21418.74
07/31/91 21382.14 21658.63
08/31/91 21796.86 22072.31
09/30/91 22210.33 22451.95
10/31/91 22414.35 22707.90
11/30/91 22592.42 22969.04
12/31/91 23343.24 23529.49
01/31/92 22998.19 23315.37
02/29/92 23110.00 23406.30
03/31/92 23008.44 23315.02
04/30/92 23126.09 23520.19
05/31/92 23519.04 23884.75
06/30/92 23840.61 24238.24
07/31/92 24420.84 24720.59
08/31/92 24615.28 24967.79
09/30/92 24780.72 25307.35
10/31/92 24507.81 24978.36
11/30/92 24381.95 24883.44
12/31/92 24762.36 25216.88
01/31/93 25336.57 25706.09
02/28/93 25848.90 26112.24
03/31/93 25970.43 26216.69
04/30/93 26108.78 26426.42
05/31/93 26121.98 26368.29
06/30/93 26668.18 26782.27
07/31/93 26921.76 26846.55
08/31/93 27500.40 27273.41
09/30/93 27601.02 27385.23
10/31/93 27771.23 27459.17
11/30/93 27605.02 27305.40
12/31/93 27723.95 27431.00
01/31/94 28048.42 27735.48
02/28/94 27487.07 27325.00
03/31/94 26993.19 26874.14
04/30/94 26872.76 26682.00

$10,000 OVER 10 YEARS: Let's say you invested $10,000 in Intermediate Bond
Fund on April 30, 1984. As the chart shows, by April 30, 1994, the value of
your investment would have grown to $26,873 - a 168.73% increase on your
initial investment. For comparison, look at how the Lehman Brothers
Intermediate Government-Corporate Bond Index did over the same period. With
dividends reinvested, the same $10,000 investment would have grown to
$26,682 - a 166.82% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. Bond prices, for
example, move in the
opposite direction of interest
rates. In turn, the share price,
return, and yield of a fund
that invests in bonds will vary.
That means if you sell your
shares during a market
downturn, you might lose
money. But if you can ride out
the market's ups and downs,
you may have a gain.
(checkmark)
TOTAL RETURN COMPONENTS
YEARS ENDED APRIL 30,

1994 1993 1992 1991 1990

Dividend return 6.49% 8.08% 7.83% 8.69% 8.86%

Capital appreciation return -3.56% 4.82% 1.99% 3.92% -1.62%

Total return 2.93% 12.90% 9.82% 12.61% 7.24%

DIVIDEND returns and capital appreciation returns are both part of a bond
fund's total return. A dividend return reflects the actual dividends paid
by the fund. A capital appreciation return reflects both the amount paid by
the fund to shareholders as capital gain distributions and changes in the
fund's share price. Both returns assume the dividends or gains are
reinvested.
DIVIDENDS AND YIELD
PERIODS ENDED APRIL 30, 1994 PAST PAST 6 PAST 1
MONTH MONTHS YEAR

Dividends per share 5.39(cents) 33.38(cents) 70.42(cents)

Annualized dividend rate 6.40% 6.32% 6.55%

30-day annualized yield 6.02% - -

DIVIDENDS per share show the income paid by the fund for a set period. If
you annualize this number, based on an average share price of $10.25 over
the past month, $10.65 over the past six months and $10.75 over the past
year, you can compare the fund's income over these three periods. The
30-day annualized YIELD is a standard formula for all funds based on the
yields of the bonds in the fund, averaged over the past 30 days. This
figure shows you the yield characteristics of the fund's investments at the
end of the period. It also helps you compare funds from different companies
on an equal basis.
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Michael Gray, Portfolio Manager of
Fidelity Intermediate Bond Fund
MARKET RECAP
Generally, falling interest rates
pushed up U.S. bond prices from
May through mid-October 1993,
when the yield on the benchmark
30-year Treasury bond reached a
historic low of 5.79%. Yields then
moved within a narrow range until
early February 1994, when the
Federal Reserve Board raised
the federal funds rate - the rate
banks charge each other for
overnight loans - from 3.00% to
3.25%. That rate hike - and two
more in March and April - ignited
heavy selling in the U.S. bond
market through the end of the
period, as investors feared a
stronger economy might lead to
higher inflation. As yields rose
sharply - the 30-year Treasury
was yielding 7.30% by April 30 -
prices fell. For the 12 months
ended April 30, the Lehman
Brothers long-term Treasury
index had a total return (yield plus
price change) of 1.42%. A
broader measure of the U.S.
bond market, the Lehman
Brothers Aggregate Bond Index,
returned 0.85% during the period.
The negative effects of rising
interest rates on high-yield bonds
were somewhat offset by
improvements in their credit
quality due to the improving
economy. The Salomon Brothers
Composite High Yield Index rose
6.16%. Worldwide, the falling
U.S. bond market helped trigger
corrections - some severe - in
most foreign markets. The J.P.
Morgan Emerging Market Bond
Index dropped more than 18%
from January through April 1994,
but finished up 6.87% for the 12
months ended April 30.
Q. MICHAEL, HOW DID THE FUND PERFORM?
A. On a relative basis, the fund performed very well. The fund had a total
return of 2.93% for the 12 months ended April 30, 1994. That beat the 0.60%
total return for the average intermediate investment grade bond fund
tracked by Lipper Analytical Services for the same period. It also placed
the fund in the top 5% of all intermediate investment grade funds ranked by
Lipper.
Q. WHAT ACCOUNTS FOR THE FUND'S ABOVE-AVERAGE PERFORMANCE OVER THE PAST
YEAR?
A. The performance has to be broken into two periods. The first six months
of the year, from April 30, 1993, through the beginning of October, were
much better than the second six months. During the first half of the year
the market rallied very dramatically and the fund was well-positioned to
take advantage of that. The market reached its peak on October 15 when the
30-year Treasury bond's yield bottomed at 5.79%. Since then, we've
basically been in a down market.
Q. WHAT SPECIFIC THINGS DID YOU DO TO ACHIEVE THE GOOD RELATIVE
PERFORMANCE?
A. Two main things. Number one, I think I did a pretty good job of managing
the fund's duration - its sensitivity to interest rate changes - during
this period. I had the duration relatively long, well over four years,
going into October. Interest rates had fallen substantially. With a longer
duration, a fund's share price will appreciate rapidly in a declining
interest rate environment. So this worked extremely well during the first
half of the year. In a rising interest rate environment, a long duration
works just the opposite, causing a fund's share price to deteriorate
quickly. I started shortening the duration in October, prior to the first
down leg in the market. This enabled the fund to beat the market in the
fourth quarter of 1993. I made a mistake in January. The market sort of
gave a head fake. It looked like it was going to rally, so I lengthened
duration to take advantage of the rise. Then on February 4, the Federal
Reserve raised the federal funds rate - the interest rate on overnight
interbank loans - by a quarter percentage point. That hurt, but I quickly
recognized the mistake and shortened duration dramatically. By the end of
March, I had duration shortened to 3.14 years, which helped in April, as
the market continued to fall.
Q. WHAT ELSE DID YOU DO?
A. I stopped buying corporate bonds during August of last year. They had
become too expensive relative to Treasuries. And because of the fund's
higher quality charter, our weighting in emerging market debt was quite
small. I made limited commitments in Mexico which performed exceptionally
well in 1993, but in February and March of 1994 they were torpedoed along
with all other bonds.
Q. WHAT WERE THE BIGGEST FACTORS BEHIND THE SELL-OFF IN FIXED-INCOME
MARKETS WORLDWIDE?
A. To begin with, the market was surprised by the first Fed tightening on
February 4. Many expected that the Fed would begin to raise rates sometime
in 1994, given the strengthening economy, but few thought it would be that
soon. Consequently, it sent bonds into a tailspin. Simultaneously, a lot of
highly leveraged investments - that is, made with borrowed money - began to
unwind. Many investors had been playing the steep yield curve - the wide
spread between short- and long-term interest rates. Wall Street dealers,
hedge funds - aggressively managed private partnerships - and other
investors were buying long-term securities and financing their purchases at
much lower short-term rates. This was a great strategy while rates were
declining. But when the Fed began tightening, these investors realized that
rates weren't going to go down anymore. All bets were off and they started
selling. This flooded the market with securities that, in a bearish
environment, no investor wanted to own. One final factor was worldwide
political uncertainty.
Q. THERE'S BEEN A LOT OF TALK LATELY ABOUT DERIVATIVES. DO YOU USE THEM IN
THE FUND?
A. The fund has the flexibility to use derivative instruments. Currently,
there are two kinds in the fund. The first is a short position in Treasury
Bond futures contracts. These are owned to hedge the fund's Treasury bonds.
They help reduce the volatility of the fund to changes in interest rates.
The second is currency forward contracts. Again, these are used to hedge
the fund's non-dollar bonds against movements in currency exchange rates.
They allow the fund to have exposure to foreign bond markets without taking
on currency risk for the portion which is hedged.
Q. WHAT IS YOUR OUTLOOK GOING FORWARD?
A. You might call it a "bunker mentality." We're taking shelter until the
market stabilizes. I have the fund positioned defensively, with a short
duration relative to its benchmark. I'm also letting the cash level build
up. This is the first bearish market we've had in several years and the
challenge is to determine when it's safe to re-enter the market and resume
buying. I can't see getting bullish until the Fed stops tightening, and I
don't think it's done yet.

FUND FACTS
GOAL: high current income by
investing in bonds rated
BBB/Baa or better, with an
average maturity of three to
10 years
START DATE: May 23, 1975
SIZE: As of April 30, 1994,
more than $1.7 billion
MANAGER: Michael Gray,
since September 1987;
manager,
Fidelity Investment Grade
Bond and Fidelity Advisor
Limited Term Bond, since
September 1987; Spartan
Investment Grade Bond,
since October 1992; joined
Fidelity in 1982
(checkmark)
MICHAEL GRAY ON MANAGING
BONDS IN A BEARISH MARKET:
"The primary goal in a bearish
environment is to try to
preserve the shareholder's
value as much as possible.
This means shifting from an
offensive strategy of buying
aggressively and lengthening
duration in a rising market to a
defensive posture of
shortening duration, moving
out of the market and
increasing the cash portion of
the portfolio. By shortening
duration, I reduce the interest
rate risk in the fund, or the risk
of sustained share price
deterioration should rates
continue to rise. I raise cash
for two reasons. Number one
is it gives the fund a cushion
to mitigate losses when
interest rates are rising and
bond prices are falling.
Second, a cash reserve
allows me to selectively buy
bonds at attractive prices,
once prices have fallen and
the market has stabilized."
DISTRIBUTIONS
The Board of Trustees of
Fidelity Intermediate Bond
Fund voted to pay on June 6,
1994, to shareholders of
record at the opening of
business on June 3, 1994, a
distribution of $.09 derived
from capital gains realized
from sales of portfolio
securities.
32% of the dividends
distributed during the fiscal
year was derived from
interest on U.S. Government
securities generally exempt
from state income tax.
The fund will notify
shareholders in January 1995
of the applicable percentage
for calender year 1994 for use
in preparing 1994 income tax
returns.
INVESTMENT CHANGES

QUALITY DIVERSIFICATION AS OF APRIL 30, 1994
(MOODY'S RATINGS) % OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS
6 MONTHS AGO

Aaa 50.9 47.1

Aa 6.9 5.3

A 13.3 12.5

Baa 11.3 13.7

Ba 1.5 1.6

B - 0.2

Not rated 0.5 1.6

TABLE EXCLUDES SHORT-TERM INVESTMENTS. SECURITIES RATED AS "BA" BY MOODY'S
WERE RATED INVESTMENT GRADE BY OTHER NATIONALLY RECOGNIZED RATING AGENCIES
OR ASSIGNED AN INVESTMENT GRADE RATING AT THE TIME OF ACQUISITION BY
FIDELITY.
AVERAGE YEARS TO MATURITY AS OF APRIL 30, 1994
6 MONTHS AGO

Years 8.3 9.0

AVERAGE YEARS TO MATURITY SHOWS THE AVERAGE TIME UNTIL THE PRINCIPAL ON THE
FUND'S BONDS IS EXPECTED TO BE REPAID, WEIGHTED BY DOLLAR AMOUNT.
DURATION AS OF APRIL 30, 1994
6 MONTHS AGO

Years 3.0 3.9

DURATION SHOWS HOW MUCH A BOND'S PRICE FLUCTUATES WITH CHANGES IN INTEREST
RATES. IF RATES RISE 1%, FOR EXAMPLE, A BOND WITH A FIVE-YEAR DURATION WILL
LOSE ABOUT 5% OF ITS VALUE.
ASSET ALLOCATION
AS OF APRIL 30, 1994* AS OF OCTOBER 31, 1993**

Row: 1, Col: 1, Value: 13.7
Row: 1, Col: 2, Value: 15.2
Row: 1, Col: 3, Value: 41.6
Row: 1, Col: 4, Value: 29.5
Row: 1, Col: 1, Value: 16.0
Row: 1, Col: 2, Value: 15.2
Row: 1, Col: 3, Value: 40.5
Row: 1, Col: 4, Value: 28.3
Corporate bonds 29.5%
U.S. government
and agency
obligations 41.6%
Foreign government
obligations 15.2%
Short-term and
other investments 13.7%
Corporate bonds 28.3%
U.S. government
and agency
obligations 40.5%
Foreign government
obligations 15.2%
Short-term and
other investments 16.0%
* TOTAL FOREIGN
ISSUES 24.2%
** TOTAL FOREIGN
ISSUES 24.6%
INVESTMENTS APRIL 30, 1994

Showing Percentage of Total Value of Investment in Securities

NONCONVERTIBLE BONDS - 26.2%
PRINCIPAL VALUE
AMOUNT (A) (NOTE 1)
(000S) (000S)
BASIC INDUSTRIES - 0.2%
CHEMICAL & PLASTICS - 0.1%
Grace (W.R.) & Co. 7.4%, 2/1/00 $ 2,500 $ 2,465
PAPER & FOREST PRODUCTS - 0.1%
International Paper Co. 9.7%, 3/15/00 1,030 1,151
TOTAL BASIC INDUSTRIES 3,616
DURABLES - 0.4%
CONSUMER ELECTRONICS - 0.4%
Black & Decker Corp. 7 1/2%, 4/1/03 6,500 6,160
ENERGY - 1.5%
OIL & GAS - 1.5%
Societe Nationale Elf Aquitaine:
7 3/4%, 5/1/99 15,000 15,374
8%, 10/15/01 10,000 10,319
25,693
FINANCE - 18.6%
ASSET-BACKED SECURITIES -1.0%
Discover Card Trust, 6 1/8%, 5/15/98 2,550 2,538
Ford Credit Auto Loan Master Trust 7 3/8%,
4/15/99 12,000 12,263
SCFC Recreational Vehicle Loan Trust 7 1/4%,
9/15/06 3,622 3,632
18,433
BANKS - 7.8%
Central Fidelity Banks, Inc. 8.15%, 11/15/02 5,000 5,108
Citicorp 8%, 2/1/03 2,000 2,019
Continental Bank NA Chicago 12 1/2%, 4/1/01 9,000 11,236
Corporacion Andina De Fomento yankee
7 1/4%, 4/30/98 (c) 6,100 5,871
Crestar Financial Corp. 8 1/4%, 7/15/02 10,750 11,004
Export-Import Bank Korea 7.85%, 11/1/96 9,000 9,240
First Fidelity Bancorporation 8 1/2%, 4/1/98 5,000 5,234
First Interstate Bancorp.:
8 5/8%, 4/1/99 9,000 9,464
9 3/8%, 1/23/02 1,835 2,007
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE
AMOUNT (A) (NOTE 1)
(000S) (000S)
FINANCE - CONTINUED
BANKS - CONTINUED
First National Bank of Boston 8 3/8%, 12/15/02 $ 5,000 $ 5,147
First USA Bank Wilmington DE 5 3/4%, 1/15/99 4,000 3,743
Fleet Financial Group, Inc.:
7 5/8%, 12/1/99 5,000 5,051
8 1/8%, 7/1/04 5,000 5,095
Florida National Banks Fla., Inc. 9 7/8%,
5/15/99 5,000 5,525
HSBC Finance Nederland BV 7.40%,
4/15/03 (c) 5,000 4,850
Integra Financial Corp. 6 1/2%, 4/15/00 3,000 2,865
MBNA American Bank, N.A. 7 1/4%, 9/15/02 7,000 6,790
Mercantile Bancorporation, Inc. 7 5/8%,
10/15/02 5,000 4,934
Midland American Capital Corp. gtd. 12 3/4%,
11/15/03 7,825 9,400
Provident Bank 7 1/8%, 3/15/03 2,000 1,900
Signet Banking Corp. 9 5/8%, 6/1/99 2,000 2,177
Sovran Financial Corp. 9 3/4%, 6/15/99 5,000 5,520
UJB Financial Corp. 8 5/8%, 12/10/02 10,000 10,478
Zions Bancorporation 8 5/8%, 10/15/02 2,900 3,005
137,663
CREDIT & OTHER FINANCE - 8.2%
American General Financial Corporation
12 3/4%, 12/1/94 3,000 3,129
American Residential Mortgage Corp. 6.09%,
12/15/98 2,000 1,878
Aristar, Inc.:
7 3/8%, 2/15/97 10,000 10,147
8 7/8%, 8/15/98 390 409
Associates Corp. of North America:
12 3/4%, 8/15/94 4,800 4,904
6 7/8%, 1/15/97 1,000 1,005
8.80%, 8/1/98 90 95
Deere (John) Capital Corp. 9 5/8%, 11/1/98 6,000 6,515
Ford Motor Credit Corp.:
8.9%, 1/25/95 5,000 5,128
8 3/4%, 6/26/95 8,500 8,798
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE
AMOUNT (A) (NOTE 1)
(000S) (000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - CONTINUED
General Motors Acceptance Corp.:
7.05%, 4/13/95 $ 10,000 $ 10,130
8 5/8%, 7/15/96 10,000 10,384
7 3/4%, 2/25/97 20,000 20,467
Grand Metropolitan Investment Corp. 8 1/8%,
8/15/96 7,000 7,243
Heller Financial, Inc. 9 3/8%, 3/15/98 750 805
Household Finance Corp.:
10 1/8%, 6/15/96 1,225 1,310
7 5/8%, 12/15/96 2,000 2,047
Household International, Inc. 5 3/4%, 6/15/94 10,000 10,014
Margaretten Financial Corp. 6 3/4%, 6/15/00 5,000 4,725
Railcar Trust 7 3/4%, 6/1/04 14,556 14,884
Secured Finance, Inc. Kroger gtd. secured 9.05%,
12/15/04 4,000 4,318
Society Corporation 8 7/8%, 5/15/96 7,500 7,823
Texaco Capital, Inc. gtd. 8 1/2%, 2/15/03 500 527
Toyota Motor Credit Corp. 7.1%, 8/15/94 7,000 7,051
Transamerica Finance Corp. 12 3/4%, 9/1/94 1,000 1,023
144,759
INSURANCE - 0.0%
St. Paul Companies, Inc. 9 3/8%, 6/15/97 440 472
SAVINGS & LOANS - 1.5%
Ahmanson (H.F.) & Co.:
9 7/8%, 11/15/99 9,500 10,507
8 1/4%, 10/1/02 3,000 3,073
Great Western Financial Corp. 8.6%, 2/1/02 6,000 6,253
Home Savings of America 10 1/2%, 6/12/97 3,500 3,756
Household Bank FSB Newport Beach CA
6 1/2%, 7/15/03 4,000 3,640
27,229
SECURITIES INDUSTRY - 0.1%
Morgan Stanley Group, Inc. 8 7/8%,
10/15/01 1,000 1,061
TOTAL FINANCE 329,617
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE
AMOUNT (A) (NOTE 1)
(000S) (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%
Deere & Co. 9 1/8%, 7/1/96 $ 3,000 $ 3,161
MEDIA & LEISURE - 1.7%
BROADCASTING - 0.7%
Telecommunications, Inc. 6.58%, 2/15/05 2,500 2,400
Time Warner, Inc. 6.05%, 7/1/95 (c) 10,000 9,986
12,386
LEISURE DURABLES & TOYS - 0.3%
Brunswick Corp. 8 1/8%, 4/1/97 4,500 4,587
PUBLISHING - 0.7%
Knight Ridder, Inc. 8 1/2%, 9/1/01 3,000 3,130
News America Holdings, Inc. 8 5/8%, 2/1/03 10,000 10,072
13,202
TOTAL MEDIA & LEISURE 30,175
NONDURABLES - 0.3%
BEVERAGES - 0.1%
Coca-Cola Enterprises, Inc. 7 7/8%, 2/1/02 960 980
HOUSEHOLD PRODUCTS - 0.2%
Clorox Co. 8.80%, 7/15/01 4,000 4,304
TOBACCO - 0.0%
Philip Morris Companies, Inc. 8 7/8%, 7/1/96 450 470
TOTAL NONDURABLES 5,754
RETAIL & WHOLESALE - 0.2%
GROCERY STORES - 0.2%
Great Atlantic & Pacific Tea, Inc.
9 1/8%, 1/15/98 4,250 4,372
TECHNOLOGY - 0.3%
COMPUTERS & OFFICE EQUIPMENT - 0.3%
Comdisco, Inc. 7 3/4%, 1/29/97 3,000 3,057
Xerox Corp. 9 1/4%, 2/15/00 2,000 2,053
5,110
NONCONVERTIBLE BONDS - CONTINUED
PRINCIPAL VALUE
AMOUNT (A) (NOTE 1)
(000S) (000S)
TRANSPORTATION - 0.8%
AIR TRANSPORTATION - 0.5%
Qantas Airways Ltd. 6 5/8%, 6/30/98 (c) $ 5,000 $ 4,834
Southwest Airlines Co. 8 3/4%, 10/15/03 3,500 3,732
8,566
TRUCKING & FREIGHT - 0.3%
Airborne Freight Corp. 8 7/8%, 12/15/02 5,000 5,253
TOTAL TRANSPORTATION 13,819
UTILITIES - 2.0%
ELECTRIC UTILITY - 2.0%
British Columbia Hydro & Power Authority
15 1/2%, 11/15/11 10,000 12,637
Carolina Power & Light Co. 5.20%, 1/1/95 2,000 2,001
Hydro-Quebec 8.4%, 1/15/22 20,000 20,006
Pacificorp 8 7/8%, 6/15/94 500 502
35,146
TOTAL NONCONVERTIBLE BONDS
(Cost $463,885) 462,623
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 34.5%
U.S. TREASURY OBLIGATIONS - 34.0%
4 5/8%, 8/15/95 61,000 60,476
3 7/8%, 8/31/95 63,000 61,838
4 5/8%, 2/15/96 10,000 9,822
9 3/8%, 4/15/96 21,000 22,388
5 1/8%, 3/31/98 10,000 9,544
9 1/4%, 8/15/98 2,500 2,750
8 7/8%, 2/15/99 17,000 18,554
7 7/8%, 2/15/00 51,245 52,254
6 3/8%, 8/15/02 5,000 4,805
8 7/8%, 2/15/19 42,900 49,583
8 1/8%, 8/15/19 156,000 167,310
7 7/8%, 2/15/21 40,500 42,354
8 1/8%, 5/15/21 20,500 22,053
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
PRINCIPAL VALUE
AMOUNT (A) (NOTE 1)
(000S) (000S)
U.S. TREASURY OBLIGATIONS - CONTINUED
7 1/4%, 2/15/23 $ 8,000 $ 7,734
6.25%, 8/15/23 1,000 872
Stripped coupon:
2/15/96 2,450 2,216
2/15/98 65,000 51,016
8/15/06 9,715 3,919
2/15/08 10,000 3,577
Stripped principal payment:
0%, 2/15/19 30,500 4,726
0%, 2/15/20 18,100 2,614
600,405
U.S. GOVERNMENT AGENCY OBLIGATIONS - 0.5%
Financing Corporation:
10.70%, 10/6/17 500 660
Principal strips:
0%, 11/30/17 10,000 1,731
0%, 4/6/18 8,000 1,352
Tennessee Valley Authority:
8 1/4%, 10/1/94 500 508
8 1/4%, 11/15/96 5,000 5,232
9,483
TOTAL U.S. GOVERNMENT AND GOVERNMENT
AGENCY OBLIGATIONS (Cost $625,025) 609,888
U.S. GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES - 7.1%
FEDERAL HOME LOAN MORTGAGE CORPORATION - 0.0%
8 1/2%, 6/15/13 222 228
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 0.7%
6 1/2%, 5/1/23 to 4/1/24 9,999 9,143
adj. rate 9.038%, 6/1/97 (d) 64 64
12%, 3/1/17 2,400 2,706
12 1/2%, 9/1/11 to 8/1/15 790 896
12,809
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 6.4%
8%, 8/15/16 to 9/15/23 24,741 24,633
U.S. GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES - CONTINUED
PRINCIPAL VALUE
AMOUNT (A) (NOTE 1)
(000S) (000S)
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - CONTINUED
8 1/2%, 11/15/16 to 2/15/23 $ 8,733 $ 8,898
8 3/4%, 7/15/94 3 3
9%, 3/15/16 to 10/15/18 16,101 16,783
9 1/2%, 9/15/09 to 8/15/22 53,349 56,249
10%, 12/15/13 to 2/15/22 5,102 5,497
112,063
TOTAL U.S. GOVERNMENT AGENCY
MORTGAGE-BACKED SECURITIES (Cost $126,385) 125,100
COLLATERALIZED MORTGAGE OBLIGATIONS - 0.0%
Collateralized Mortgage Securities Corp,.
7%, 7/1/05 387 380
MBNA Trust 9 1/2%, 10/25/20 614 565
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $966) 945
FOREIGN GOVERNMENT OBLIGATIONS - 15.2%
Canadian Government 8 1/4%, 11/1/95 CAD 54,000 39,698
Danish Government:
euro 7 3/4%, 12/15/96 1,350 1,392
8%, 5/15/03 DKK 85,000 13,821
7%, 12/15/04 DKK 90,000 13,687
French Government OAT:
8 1/2%, 11/25/02 FRF 5,000 984
8 1/2%, 4/25/03 FRF 105,000 20,664
German Government:
8 5/8%, 2/20/96 DEM 1,500 954
8%, 9/22/97 DEM 30,000 19,273
Ireland Republic 8 5/8%, 4/15/01 10,500 11,280
Kingdom of Sweden 10 3/4%, 1/23/97 SEK 5,000 697
Kingdom of Thailand 8 1/4%, 3/15/02 10,000 10,215
Korea Development Bank:
7%, 7/15/99 11,000 10,729
9.6%, 12/1/00 1,000 1,087
9 1/2%, 3/15/01 3,000 3,260
9.48%, 4/2/01 7,000 7,604
9.4%, 8/1/01 5,000 5,414
FOREIGN GOVERNMENT OBLIGATIONS - CONTINUED
PRINCIPAL VALUE
AMOUNT (A) (NOTE 1)
(000S) (000S)
Malaysian Government:
euro 9 1/2%, 10/31/96 $ 815 $ 866
9 7/8%, 9/27/00 3,250 3,632
Manitoba Province:
CDA 6 7/8%, 9/15/02 17,500 16,647
yankee 8.8%, 1/15/20 15,000 15,965
Mexican Government Cetes 0%,
7/21/94-9/22/94 MXN 118,772 34,901
Ontario Province:
7 3/8%, 1/27/03 7,500 7,359
15 1/8%, 5/1/11 7,080 8,550
17%, 11/5/11 5,500 7,111
Quebec Province 9 1/8%, 3/1/00 11,000 11,935
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $277,980) 267,725
SUPRANATIONAL OBLIGATIONS - 3.3%
African Development Bank:
10 1/2%, 11/1/95 4,000 4,262
9 1/2%, 12/15/95 5,000 5,270
10%, 11/1/97 4,000 4,392
8.70%, 5/1/01 5,000 5,436
7 3/4%, 12/15/01 8,000 8,183
Asian Development Bank 9 3/8%, 6/8/95 5,000 5,195
European Investment Bank 11 5/8%, 2/1/99 2,500 3,176
Inter-American Development Bank:
11 3/8%, 5/1/95 2,000 2,112
9.45%, 9/15/98 2,000 2,185
International Bank for Reconstruction &
Development:
euro 11 1/8%, 1/13/98 2,000 2,269
4 1/2%, 3/20/03 JPY 1,500,000 15,205
TOTAL SUPRANATIONAL OBLIGATIONS
(Cost $55,392) 57,685
OTHER SECURITIES - 1.0%
PRINCIPAL VALUE
AMOUNT (A) (NOTE 1)
(000S) (000S)
Ridgefield Investments Ltd. sr. notes 0%, 2/2/95
(collateralized by Mexican govt. securities) (c) $ 7,537 $ 6,339
Wilton Investments Ltd. sr. notes (collateralized
by Mexican govt. and U.S. govt. securities)
Series C, 0%, 6/3/94 (b) 10,710 10,658
TOTAL OTHER SECURITIES
(Cost $17,825) 16,997
REPURCHASE AGREEMENTS - 12.7%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a
joint trading account at 3.56%
dated 4/29/94 due 5/2/94 $ 224,831 224,764
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,792,222) $ 1,765,727
FUTURES CONTRACTS
EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
(000S) (000S)
SELL
2,810 30-year U.S. Tresury Bond Futures June 1994 $ 293,645 $ 19,459
THE VALUE OF FUTURES CONTRACTS SOLD AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 16.6%
FORWARD FOREIGN CURRENCY CONTRACTS
AMOUNTS IN THOUSANDS SETTLEMENT UNREALIZED
DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO SELL
37,834 CAD 7/5/94 $ 27,269 $ 35
197,100 DKK 6/29/94 30,314 (836)
244,933 FRF 7/20/94 43,141 (1,548)
1,513,956 JPY 6/7/94 14,942 (333)
5,250 SEK 7/19/94 684 (27)
TOTAL CONTRACTS TO SELL
(Receivable amount $113,641) $ 116,350 $ (2,709)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 6.6%
CURRENCY ABBREVIATIONS
CAD - Canadian dollar
DKK - Danish krone
FRF - French franc
DEM - German Deutsche mark
JPY - Japanese yen
MXN - Mexican peso
SEK - Swedish krona
LEGEND
1. Principal amount is stated in United States dollars unless otherwise
noted.
2. Restricted securities - investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on each holding is as follows:
ACQUISITION ACQUISITION
SECURITY DATE COST (000)
Wilton Investments Ltd. sr
notes (collateralized by
Mexican govt. and U.S.
govt. securities) Series C,
0%, 6/3/94 3/3/93 $ 9,844
3. Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $31,880,000 or 1.8% of net
assets.
4. The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows (ratings are unaudited):
MOODY'S RATINGS S&P RATINGS
Aaa, Aa, A 71.1% AAA, AA, A 71.2%
Baa 11.3% BBB 12.6%
Ba 1.5% BB 0.1%
B 0.0% B 0.0%
Caa 0.0% CCC 0.0%
Ca, C 0.0% CC, C 0.0%
D 0.0%
Securities rated as "Ba" by Moody's and "BB" by S&P were rated
investment grade by other nationally recognized rating agencies or assigned
an investment grade rating at the time of acquisition by Fidelity.
For some foreign government obligations, FMR has assigned the ratings of
the sovereign credit of the issuing government. The percentage not rated
by either S&P or Moody's amounted to 0.3%.
Distribution of investments by country, as a percentage of total value of
investment in securities, is as follows:
United States 75.8%
Canada 7.9
France 2.7
Mexico 2.7
Supranational 2.4
Korea 2.1
Denmark 1.6
Germany 1.1
Others (individually less than 1%) 3.7
TOTAL 100.0%
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $1,792,437,000. Net unrealized depreciation aggregated
$26,710,000, of which $23,892,000 related to appreciated investment
securities and $50,602,000 related to depreciated investment securities.
The fund hereby designates $126,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) APRIL 30, 1994

ASSETS

Investment in securities, at value (including repurchase $ 1,765,727
agreements of $224,764) (cost $1,792,222) (Notes 1
and 2) - See accompanying schedule

Short foreign currency contracts (Note 2) $ (116,350)
Contracts held, at value

Receivable for contracts held 113,641 (2,709)

Cash 1

Receivable for investments sold 25

Receivable for fund shares sold 2,268

Interest receivable 26,150

Receivable for daily variation on futures contracts 703

TOTAL ASSETS 1,792,165

LIABILITIES

Payable for investments purchased 8,618

Dividends payable 601

Accrued management fee 457

Other payables and accrued expenses 678

TOTAL LIABILITIES 10,354

NET ASSETS $ 1,781,811

Net Assets consist of (Note 1):

Paid in capital $ 1,803,490

Distributions in excess of net investment income (Note (4,522)
1)

Accumulated undistributed net realized gain (loss) on (7,412)
investments

Net unrealized appreciation (depreciation) on:

Investment securities (26,495)

Foreign currency contracts (2,709)

Futures contracts 19,459

NET ASSETS, for 174,209 shares outstanding $ 1,781,811

NET ASSET VALUE, offering price and redemption price per $10.23
share ($1,781,811 (divided by) 174,209 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED APRIL 30, 1994

INVESTMENT INCOME $ 134,021
Interest (including security lending fees of $103)
(Notes 5 and 6)

EXPENSES

Management fee (Note 4) $ 5,579

Transfer agent fees (Note 4) 4,699

Accounting and security lending fees (Note 4) 466

Non-interested trustees' compensation 11

Custodian fees and expenses 412

Registration fees 103

Audit 81

Legal 20

Miscellaneous 24

TOTAL EXPENSES 11,395

NET INVESTMENT INCOME 122,626

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
(NOTES 1, 2 AND 3)
Net realized gain (loss) on:

Investment securities (6,885)

Foreign currency contracts (669)

Futures contracts 6,281 (1,273)

Change in net unrealized appreciation (depreciation) on:

Investment securities (92,429)

Foreign currency contracts (1,354)

Futures contracts 19,459

Delayed delivery commitments (48) (74,372)

NET GAIN (LOSS) (75,645)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM $ 46,981
OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
APRIL 30, APRIL 30,
1994 1993

INCREASE (DECREASE) IN NET ASSETS

Operations $ 122,626 $ 106,672
Net investment income

Net realized gain (loss) on investments (1,273) 6,722

Change in net unrealized appreciation (depreciation) (74,372) 56,954
on investments

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 46,981 170,348
FROM OPERATIONS

Distributions to shareholders: (116,646) (107,479)
From net investment income

From net realized gain - (8,116)

In excess of net realized gain (14,842) -

TOTAL DISTRIBUTIONS (131,488) (115,595)

Share transactions 1,008,481 900,934
Net proceeds from sales of shares

Reinvestment of distributions 122,132 107,982

Cost of shares redeemed (902,833) (659,674)

Net increase (decrease) in net assets resulting from 227,780 349,242
share transactions

TOTAL INCREASE (DECREASE) IN NET ASSETS 143,273 403,995

NET ASSETS

Beginning of period 1,638,538 1,234,543

End of period (including distributions in excess of net $ 1,781,811 $ 1,638,538
investment income of $4,522 and $593, respectively)

OTHER INFORMATION
Shares

Sold 94,032 85,388

Issued in reinvestment of distributions 11,378 10,228

Redeemed (84,388) (62,645)

Net increase (decrease) 21,022 32,971

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED APRIL 30,

1994 1993 1992 1991 1990

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 10.700 $ 10.270 $ 10.070 $ 9.690 $ 9.850
period

Income from Investment .705 .784 .764 .800 .866
Operations
Net investment income

Net realized and unrealized (.381) .496 .197 .380 (.160)
gain (loss) on investments

Total from investment .324 1.280 .961 1.180 .706
operations

Less Distributions (.704) (.790) (.761) (.800) (.866)
From net investment income

From net realized gain on - (.060) - - -
investments

In excess of net realized gain (.090) - - - -

on investments

Total distributions (.794) (.850) (.761) (.800) (.866)

Net asset value, end of period $ 10.230 $ 10.700 $ 10.270 $ 10.070 $ 9.690

TOTAL RETURN(dagger) 2.93% 12.90% 9.82% 12.61% 7.24%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,782 $ 1,639 $ 1,235 $ 878 $ 661
(in millions)

Ratio of expenses to average .64% .61% .63% .66% .72%
net assets

Ratio of expenses to average .64% .66% .65% .66% .72%
net assets before expense
reductions

Ratio of net investment income 6.88% 7.44% 7.45% 8.05% 8.57%
to average net assets

Portfolio turnover rate 81% 51% 80% 73% 82%

</TABLE>

(dagger) THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1994

1. SIGNIFICANT ACCOUNTING
POLICIES.
Fidelity Intermediate Bond Fund (the fund) is a fund of Fidelity
Commonwealth Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company Act
of 1940, as amended (the 1940 Act), as an open-end management investment
company organized as a Massachusetts business trust. The following
summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities are valued based upon a computerized matrix
system and/or appraisals by a pricing service, both of which consider
market transactions and dealer-supplied valuations. Short-term securities
maturing within sixty days are valued either at amortized cost or original
cost plus accrued interest, both of which approximate current value.
Securities (including restricted securities) for which market quotations
are not readily available are valued at their fair value as determined in
good faith under consistently applied procedures under the general
supervision of the Board of Trustees.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practicable to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Interest income, which includes accretion of original
issue discount, is accrued as earned.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are declared daily and paid
monthly from net investment income. Distributions from realized gains, if
any, are recorded on the ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
paydown gains/losses on certain securities, futures and
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED
options transactions, foreign currency transactions, market discount and
losses deferred due to wash sales and futures and options. The fund also
utilized earnings and profits distributed to shareholders on redemption of
shares as a part of the dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income may include temporary book and tax
basis differences which will reverse in a subsequent period. Any taxable
income or gain remaining at fiscal year end is distributed in the following
year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS. Effective May 1,
1993, the fund adopted Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain,
and Return of Capital Distributions by Investment Companies. As a result,
the fund changed the classification of distributions to shareholders to
better disclose the differences between financial statement amounts and
distributions determined in accordance with income tax regulations.
Accordingly, amounts as of April 30, 1993 have been reclassified to reflect
an increase in paid in capital of $2,394,000, an increase in distributions
in excess of net investment income of $3,556,000 and an increase in
accumulated net realized gain on investments of $1,162,000.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. These contracts involve market risk in excess of the
amount reflected in the fund's Statement of Assets and Liabilities. The
face or contract amount in U.S. dollars reflects the total exposure the
fund has in that particular currency contract. The U.S. dollar value of
forward foreign currency contracts is determined using forward currency
exchange rates supplied by a quotation service. Losses may arise due to
changes in the value of the foreign currency or if the counterparty does
not perform under the contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and presented net on the Statement of
Assets and Liabilities. Gain (loss) on the purchase or sale of forward
foreign currency contracts having the same settlement date and broker is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
2. OPERATING POLICIES -
CONTINUED
REPURCHASE AGREEMENTS - CONTINUED
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible
for determining that the value of these underlying securities remains at
least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
registered investment companies having management contracts with FMR, may
transfer uninvested cash balances into a joint trading account. These
balances are invested in one or more repurchase agreements that are
collateralized by U.S. Treasury or Federal Agency obligations.
INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by the
SEC, the fund, along with other registered investment companies having
management contracts with FMR, may participate in an interfund lending
program. This program provides an alternative credit facility allowing the
fund to borrow from, or lend money to, other participating funds.
FUTURES CONTRACTS AND OPTIONS. The fund may invest in futures contracts and
write options. These investments involve to varying degrees, elements of
market risk and risks in excess of the amount recognized in the Statement
of Assets and Liabilities. The face or contract amounts reflect the extent
of the involvement the fund has in the particular classes of instruments.
Risks may be caused by an imperfect correlation between movements in the
price of the instruments and the price of the underlying securities and
interest rates. Risks also may arise if there is an illiquid secondary
market for the instruments, or due to the inability of counterparties to
perform.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Options traded
on an exchange are valued using the last sale price or, in the absence of a
sale, the last offering price. Options traded over-the-counter are valued
using dealer-supplied valuations.
RESTRICTED SECURITIES. The fund is permitted to invest in privately placed
restricted securities. These securities may be resold in transactions
exempt from registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations and
expense, and prompt sale at an acceptable price may be difficult. At the
end of the period, restricted securities (excluding 144A issues) amounted
to $10,658,000 or 0.6% of net assets.
3. PURCHASES AND SALES OF
INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $1,412,025,000 and $1,249,927,000, respectively, of which U.S.
government
PURCHASES AND SALES OF
INVESTMENTS - CONTINUED
and government agency obligations aggregated $1,255,217,000 and
$1,126,877,000, respectively.
The market value of futures contracts opened and closed amounted to
$699,368,000 and $377,976,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates ranging from
.15% to .37% and is based on the monthly average net assets of all the
mutual funds advised by FMR. The annual individual fund fee rate is .15%.
For the period, the management fee was equivalent to an annual rate of .31%
of average net assets.
The Board of Trustees approved a new group fee rate schedule with rates
ranging from .1325% to .3700%. Effective November 1, 1993, FMR has
voluntarily agreed to implement this new group fee rate schedule as it
results in the same or a lower management fee.
TRANSFER AGENT FEE. Fidelity Service Co. (FSC), an affiliate of FMR, is the
fund's transfer, dividend disbursing and shareholder servicing agent. FSC
receives fees based on the type, size, number of accounts and the number of
transactions made by shareholders. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
ACCOUNTING AND SECURITY LENDING FEES. FSC maintains the fund's accounting
records and administers the security lending program. The security lending
fee is based on the number and duration of lending transactions. The
accounting fee is based on the level of average net assets for the month
plus out-of-pocket expenses.
5. INTERFUND LENDING
PROGRAM.
The fund participated in the interfund lending program as a lender. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $52,011,000 and $48,347,000,
respectively. The weighted average interest rate was 3.38%. Interest earned
from the interfund lending program amounted to $32,000 and is included in
interest income on the Statement of Operations.
6. SECURITY LENDING.
The fund loaned securities to certain brokers who paid the fund negotiated
lenders' fees. These fees are included in interest income. The fund
receives U.S. Treasury obligations and/or cash as collateral against the
loaned securities, in an amount at least equal to 102% of the market value
of the loaned securities at the inception of each loan. This collateral
must be maintained at not less than 100% of the market value of the loaned
securities during the period of the loan. At period end, there were no
loans outstanding.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of
Fidelity Intermediate Bond Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Commonwealth Trust: Fidelity Intermediate Bond Fund, including the
schedule of portfolio investments, as of April 30, 1994, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended.
These financial statements and financial highlights are the responsibility
of the fund's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confir- mation of
securities owned as of April 30, 1994 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles
used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Commonwealth Trust: Fidelity Intermediate Bond Fund as of April
30, 1994, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND
Boston, Massachusetts
June 3, 1994
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INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Michael Gray, Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Arthur S. Loring, Secretary
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
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Edward H. Malone*
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Thomas R. Williams*
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Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
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The Bank of New York
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EXHIBIT 24(A)(2)

(2_FIDELITY_LOGOS)FIDELITY

MARKET INDEX
FUND
ANNUAL REPORT
APRIL 30, 1994
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on stock market
cautions.

PERFORMANCE 4 How the fund has done over time.

FUND TALK 6 The manager's review of fund
performance, strategy and outlook.

INVESTMENT CHANGES 9 A summary of major shifts in the
fund's investments over the last six
months.

INVESTMENTS 10 A complete list of the fund's
investments with their market value.

FINANCIAL STATEMENTS 30 Statements of assets and liabilities,
operations, and changes in net
assets, as well as financial
highlights.

NOTES 34 Footnotes to the financial
statements.

REPORT OF INDEPENDENT 38 The auditor's opinion.
ACCOUNTANTS

DEAR SHAREHOLDER:
The first few months of 1994 were an unsettling time for many investors.
After three years of a nearly perfect environment for stock market
investing, stock prices fell in March and April. Investors disagree about
whether this decline represents only a short-term correction or signals the
beginning of a longer bear market. One can collect statistics to support
either opinion, but of course, nobody knows for sure what will happen to
stock prices in the months ahead.
We do know, however, that market declines are a normal part of stock market
investing. We have historically seen corrections of 10% or more every two
years. That's why I thought this might be a good time to review three basic
investment principles that have proven helpful to successful stock market
investors in every market cycle.
First, take a long-term approach when investing in stocks and stock funds.
If you can afford to leave your money invested through the market's
inevitable ups and downs, you will greatly reduce your vulnerability to any
single decline. Over time, stock prices have gone up - and have
significantly outperformed other types of investments and stayed ahead of
inflation.
Second, you can further manage risk by diversifying your investments. A
stock mutual fund is already diversified, because it invests in many
different companies. You can increase your diversification by investing in
a number of different stock funds, or in different investment categories,
such as bonds. You should also keep money you'll need in the near future in
a more stable investment.
Finally, it makes good sense to follow a regular investment plan, investing
a set amount of money at the same time each month or quarter. That way, you
can avoid getting caught up in the excitement of a rapidly-rising market -
and won't end up buying all your shares at market highs. This strategy
won't assure a profit or protect you from a loss in a declining market, but
it should help you lower the average cost of your purchases. For this to be
effective, you must continue to buy shares in both up and down markets.
If you have questions, please call us at 1-800-544-8888. We would be happy
to send you a Fidelity FundMatch kit, which can help you determine the mix
of investments that is right for you. You might also find it convenient to
set up a regular investment plan using the Fidelity Automatic Account
Builder.
We look forward to hearing from you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage of change in value, the average annual
percentage change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1994 PAST 1 LIFE OF
YEAR FUND

Market Index 4.95% 50.80%

S&P 500(Registered trademark) 5.32% 51.65%

Average S&P 500 Index Fund 4.68% n/a

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, or since the fund began on
March 6, 1990. For example, if you invested $1,000 in a fund that had a 5%
return over the past year, you would end up with $1,050. You can compare
the fund's returns to the performance of the Standard & Poor's 500
Composite Stock Price Index - a common proxy for the U.S. stock market. You
can also compare them to the average S&P 500 index fund, which reflects
the performance of 40 funds with similar objectives tracked by Lipper
Analytical Services. Both benchmarks include reinvested dividends and
capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1994 PAST 1 LIFE OF
YEAR FUND

Market Index 4.95% 10.40%

S&P 500(Registered trademark) 5.32% 10.55%

Average S&P 500 Index Fund 4.68% n/a

AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.

$10,000 OVER LIFE OF FUND
Date Fidelity MarS&P 500
03/06/90 10000.00 10000.00
03/31/90 10080.00 10077.26
04/30/90 9832.00 9825.33
05/31/90 10828.00 10783.30
06/30/90 10759.06 10709.97
07/31/90 10726.82 10675.70
08/31/90 9755.69 9710.62
09/30/90 9278.84 9237.71
10/31/90 9246.33 9197.99
11/30/90 9843.78 9792.18
12/31/90 10104.77 10065.38
01/31/91 10552.32 10504.23
02/28/91 11307.81 11255.28
03/31/91 11576.41 11527.66
04/30/91 11605.36 11555.33
05/31/91 12101.67 12054.52
06/30/91 11541.34 11502.42
07/31/91 12083.38 12038.43
08/31/91 12362.75 12323.74
09/30/91 12158.51 12117.94
10/31/91 12318.05 12280.32
11/30/91 11818.44 11785.42
12/31/91 13169.30 13133.67
01/31/92 12923.46 12889.39
02/29/92 13084.53 13056.95
03/31/92 12824.50 12802.34
04/30/92 13199.93 13178.73
05/31/92 13259.66 13243.30
06/30/92 13062.41 13045.98
07/31/92 13590.57 13579.56
08/31/92 13311.46 13301.18
09/30/92 13465.08 13458.13
10/31/92 13503.97 13505.23
11/30/92 13957.70 13965.76
12/31/92 14131.46 14137.54
01/31/93 14240.20 14256.30
02/28/93 14431.57 14450.18
03/31/93 14731.94 14755.08
04/30/93 14368.78 14398.01
05/31/93 14749.44 14783.88
06/30/93 14784.83 14826.75
07/31/93 14718.45 14767.44
08/31/93 15267.18 15327.13
09/30/93 15147.30 15209.11
10/31/93 15458.88 15523.94
11/30/93 15307.54 15376.46
12/31/93 15490.49 15562.52
01/31/94 16009.82 16091.64
02/28/94 15571.08 15655.56
03/31/94 14886.65 14972.97
04/30/94 15080.28 15164.63

$10,000 OVER LIFE OF FUND: Let's say you invested $10,000 in Fidelity
Market Index Fund on March 6, 1990, when the fund started. As the chart
shows, by April 30, 1994, the value of your investment would have grown to
$15,080 - a 50.80% increase on your initial investment. For comparison,
look at how the S&P 500 did over the same period. With dividends
reinvested, the same $10,000 investment would have grown to $15,165 - a
51.65% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
growth in the long run and
volatility in the short run. In
turn, the share price and
return of a fund that invests in
stocks will vary. That means if
you sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Jennifer Farrelly, Portfolio Manager of Fidelity
Market Index Fund
Q. JENNIFER, HOW DID THE FUND PERFORM?
A. The fund had a total return of 4.95% for the 12 months ended April 30,
1994. That's slightly below the benchmark against which it's measured, the
S&P 500 index, which was up 5.32% for the year. Since the fund attempts
to mirror the index, the slight difference in these returns can be
attributed to management expenses. The fund did, however, beat the average
S&P 500 index fund tracked by Lipper Analytical Services, which
returned 4.68% during the same period.
Q. STOCKS TOOK QUITE A FALL FROM
FEBRUARY THROUGH APRIL 1994. WHAT HAPPENED?
A. It's hard to say whether the market downturn was simply a short-term
correction or the beginning of a longer bear market. The sell-off was, in
part, triggered by higher interest rates. On February 4, the Federal
Reserve Board raised the federal funds rate - the rate banks charge each
other for overnight loans - from 3.00% to 3.25%. It marked the first time
in five years the Fed raised short-term rates, and it changed stock market
psychology dramatically. By April 30, the fed funds rate had risen to
3.75%, and yields on bonds with longer maturities had risen even faster.
Rising interest rates often make safer investments like money market funds
appear increasingly attractive relative to stocks. And that can make for a
skittish stock market.
Q. PLUS, THE MARKET WAS EXPENSIVE BY MANY ACCOUNTS . . .
A. That's true. By the end of January, stock valuations - prices compared
to other measures such as earnings and dividend yields - were very high by
historic standards. That may have helped create an atmosphere in which
investors were looking for any reason, no matter how small, to sell.
Q. LOOKING BACK ON THE PAST YEAR, WHICH SECTORS LED THE FUND'S PERFORMANCE?
A. Since the fund seeks to match the S&P 500 index, the same sectors
helped both. Broadly speaking, cyclical stocks - those that tend to rise
and fall with the economy - were among the fund's best performers over the
past year. These stocks benefited from the improving U.S. economy, and they
cut across several sectors.
Q. CAN YOU GIVE US SOME EXAMPLES?
A. Although they were only about 5% of the fund on April 30, consumer
durables had the best return of any sector. The Big Three auto makers -
Chrysler, Ford and General Motors - made up most of this group. Together,
they returned more than 21% over the past year. Other stocks that benefited
from the strengthening economy included those in the industrial machinery
and equipment sector - nearly 6% of the fund. Many of these companies
effectively cut costs while experiencing a surge in orders. Clark Equipment
- - - up more than 140% - was the S&P 500's second-best performer.
Q. WERE THERE ANY OTHER SECTORS THAT PROVIDED ATTRACTIVE RETURNS?
A. I would add technology, which made up more than 7% of the fund at the
end of April, and basic industries, nearly 8% of the fund, to the list of
winners. On the technology side, the boom in personal computers fueled
strong returns for the stocks of computer manufacturers and companies
specializing in computer networking, semiconductors and software. As for
basic industries, gold and precious metals stocks - which benefited from an
increased demand worldwide - led the way, though performance slowed
recently.
Q. WHICH SECTORS WERE THE MARKET LAGGARDS?
A. By far the most disappointing sector was utilities, which made up nearly
14% of the fund at the end of the period. When interest rates were falling
through 1992 and part of 1993, utility stocks were attractive to investors
because they paid dividends that were higher than the average S&P 500
stock and the average yield on a one-year certificate of deposit. However,
when the economy picked up and interest rates started to rise, utility
dividend yields didn't rise as quickly as bond yields. That made many
utility stocks less attractive than many other dividend-paying investments.
Q. WERE THERE OTHER POOR PERFORMERS?
A. Consumer nondurables - which include food, beverage and tobacco
companies - and most health-care stocks continued to trail the overall
market. With inflation remaining low, many of the larger consumer
nondurable companies lost the ability to raise prices, which hurt earnings.
Q. WHAT ABOUT HEALTH CARE?
A. The health-care group had a split personality. Uncertainty over
health-care reform hurt the performance of many of these stocks; investors
worried about the ability of some health-care companies to raise prices
going forward. For example, drug stocks fell nearly 12% for the year and
hospital supply companies were down about 8%. However, investors felt
hospital management companies, which purchase these supplies, would benefit
from lower prices. So while the health-care sector as a whole finished
about -4% for the year, hospital management companies were the S&P
500's top performing industry, up more than 70%.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. The volatility of S&P 500 stocks was unusually low in 1993. As many
investors are keenly aware, volatility has picked up in 1994, and I expect
that could continue. I believe the movement of interest rates in the months
ahead may play an important role in the stock market's performance. If
rates continue rising at their pace of the past three months, the market
may be in for a rough ride. However, stock prices eventually tend to follow
company earnings, which have improved due to cost cutting and the improving
economy. So if rates level out, and earnings drive the market, the stocks
of those companies showing the best earnings improvement could do well. But
regardless of what happens in the next six or 12 months, a long-term view
of stock investing always helps ride out the peaks and valleys.
FUND FACTS
GOAL: to provide returns
consistent with those of U.S.
common stocks primarily in
the Standard & Poor's
500 index
START DATE: March 6, 1990
SIZE: as of April 30, 1994,
more than $282 million
MANAGER: Jennifer Farrelly,
since January 1994;
manager, Fidelity U.S. Equity
Index Portfolio and VIP II:
Index 500 Portfolio, since
January 1994; manager,
institutional enhanced index
funds, since 1988; joined
Fidelity in 1988
(checkmark)
JENNIFER FARRELLY ON TRACKING
THE S&P 500 INDEX:
"To track the index exactly, the
fund must always keep a 100%
exposure to the S&P 500
stocks. Any cash in the fund
could cause tracking error. Yet,
the fund needs cash for
liquidity - to pay investors
who redeem their shares. The
solution rests in keeping
roughly 95% of the fund
invested in the S&P
stocks, and the other 5% in
cash that's hedged with
S&P 500 futures
contracts. The performance of
the futures contracts moves in
step with the index, allowing
the entire fund to mirror the
moves of the index. So the
futures allow the fund to remain
fully invested, while providing a
cash reserve for liquidity."
DISTRIBUTIONS
1.7% of the dividends
distributed during the fiscal
year was derived from
interest on U.S. Government
securities generally exempt
from state income tax.
The fund will notify
shareholders in January 1995
of the applicable percentage
for calendar year 1994 for use
in preparing 1994 income tax
returns.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

General Electric Co. 2.5 2.4

Exxon Corp. 2.4 2.4

AT&T Corporation 2.1 2.3

Royal Dutch Petroleum Co. 1.8 1.7

Wal-Mart Stores, Inc. 1.8 1.8

Coca-Cola Company (The) 1.7 1.7

Philip Morris Companies, Inc. 1.5 1.4

General Motors Corporation 1.2 1.0

Proctor & Gamble Co. 1.2 1.1

duPont (E.I.) de Nemours & 1.2 0.9
Co.

TOP TEN INDUSTRIES AS OF APRIL 30, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE INDUSTRIES
6 MONTHS AGO

Utilities 14.0 15.2

Finance 11.6 11.0

Nondurables 11.4 11.3

Energy 10.1 10.0

Health 8.2 7.6

Basic Industries 7.5 6.6

Technology 7.1 6.6

Retail & Wholesale 6.5 6.5

Industrial Machinery & 5.7 5.4
Equipment

Media & Leisure 4.7 5.1

ASSET ALLOCATION
TO MATCH THE STANDARD & POOR'S 500 INDEX, FIDELITY MARKET INDEX FUND
HAS 100.0% INVESTMENT EXPOSURE TO STOCKS, AT ALL TIMES.
INVESTMENTS APRIL 30, 1994

Showing Percentage of Total Value of Investments

COMMON STOCKS - 98.5%
SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 1.7%
AEROSPACE & DEFENSE - 1.2%
Boeing Co. 29,380 $ 1,322,043
Lockheed Corp. 5,360 328,970
Martin Marietta Corp. 8,280 368,460
McDonnell Douglas Corp. 3,450 405,375
Northrop Corp. 4,200 160,650
Rockwell International Corp. 19,100 744,900
3,330,398
DEFENSE ELECTRONICS - 0.4%
E-Systems, Inc. 2,900 116,363
Litton Industries, Inc. (a) 3,740 115,473
Loral Corp. 7,200 266,400
Raytheon Co. 11,720 755,940
1,254,176
SHIP BUILDING & REPAIR - 0.1%
General Dynamics Corp. 5,400 218,700
TOTAL AEROSPACE & DEFENSE 4,803,274
BASIC INDUSTRIES - 7.5%
CHEMICALS & PLASTICS - 4.4%
Air Products & Chemicals, Inc. 9,920 429,040
Albemarle Corp. (a) 5,100 73,950
Avery Dennison Corp. 5,000 144,375
Cytec Industries, Inc. (a) 1,107 15,913
du Pont (E.I.) de Nemours & Co. 58,630 3,349,239
Dow Chemical Co. 23,770 1,491,568
Eastman Chemical Co. 7,142 317,819
Engelhard Corp. 8,325 216,450
Ethyl Corp. 10,200 119,850
FMC Corp. (a) 3,100 146,863
First Mississippi Corp. 1,700 25,500
Goodrich (B.F.) Company 2,210 103,041
Grace (W.R.) & Co. 8,100 330,075
Great Lakes Chemical Corp. 6,200 403,775
Hercules, Inc. 3,640 391,300
Minnesota Mining & Manufacturing Co. 37,320 1,824,015
Monsanto Co. 10,320 848,820
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

BASIC INDUSTRIES - CONTINUED
CHEMICALS & PLASTICS - CONTINUED
Morton International, Inc. 4,200 $ 366,450
Nalco Chemical Co. 5,980 201,078
PPG Industries, Inc. 9,200 696,900
Praxair, Inc. 11,600 221,850
Raychem Corp. 3,600 127,350
Rohm & Haas Co. 5,900 337,775
Union Carbide Corp. 13,100 345,513
12,528,509
IRON & STEEL - 0.4%
Armco, Inc. (a) 9,000 41,625
Bethlehem Steel Corp. (a) 7,900 158,988
Inland Steel Industries, Inc. (a) 3,200 107,200
Nucor Corp. 7,500 460,313
USX-U.S. Steel Group 5,860 199,240
Worthington Industries, Inc. 7,825 144,763
1,112,129
METALS & MINING - 0.7%
ASARCO, Inc. 3,600 87,750
Alcan Aluminium Ltd. 19,523 409,465
Aluminum Co. of America 7,610 517,480
Cyprus Amax Minerals Co. 7,950 223,594
Inco Ltd. 9,888 239,566
Phelps Dodge Corp. 6,040 334,465
Reynolds Metals Co. 5,140 215,880
2,028,200
PACKAGING & CONTAINERS - 0.2%
Ball Corp. 2,544 68,370
Bemis Co., Inc. 4,400 102,850
Crown Cork & Seal Co., Inc. (a) 7,680 276,480
447,700
PAPER & FOREST PRODUCTS - 1.8%
Boise Cascade Corp. 3,300 70,950
Champion International Corp. 8,000 244,000
Federal Paper Board Co., Inc. 3,600 76,500
Georgia-Pacific Corp. 7,800 465,075
International Paper Co. 10,700 698,175
James River Corp. of Virginia 7,100 125,138
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

BASIC INDUSTRIES - CONTINUED
PAPER & FOREST PRODUCTS - CONTINUED
Kimberly-Clark Corp. 13,880 $ 761,665
Louisiana-Pacific Corp. 9,460 318,093
Mead Corp. 5,100 214,838
Potlatch Corp. 2,540 103,505
Rayonier, Inc. 2,567 72,518
Scott Paper Co. 6,410 274,829
Stone Container Corp. (a) 6,114 82,539
Temple-Inland, Inc. 4,800 227,400
Union Camp Corp. 6,000 266,250
Westvaco Corp. 5,800 179,800
Weyerhaeuser Co. 17,700 754,463
4,935,738
TOTAL BASIC INDUSTRIES 21,052,276
CONGLOMERATES - 1.3%
Allied-Signal, Inc. 24,500 845,250
Crane Co. 2,600 65,975
Dial Corp. (The) 4,100 192,700
Harris Corp. 3,500 153,563
ITT Corp. 10,270 921,733
Teledyne, Inc. 4,760 80,325
Textron, Inc. 7,600 400,900
Tyco Laboratories, Inc. 3,990 189,026
United Technologies Corp. 10,770 686,588
Whitman Corp. 9,300 148,800
3,684,860
CONSTRUCTION & REAL ESTATE - 0.6%
BUILDING MATERIALS - 0.3%
Armstrong World Industries, Inc. 3,210 179,760
Masco Corp. 13,200 376,200
Owens-Corning Fiberglas Corp. (a) 3,700 128,575
Sherwin-Williams Co. 7,640 240,660
925,195
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

CONSTRUCTION & REAL ESTATE - CONTINUED
CONSTRUCTION - 0.1%
Centex Corp. 2,760 $ 78,660
Kaufman & Broad Home Corp. 2,800 50,750
Morrison-Knudsen Corp. 2,700 63,450
Pulte Corp. 2,400 64,800
Skyline Corp. 1,000 18,875
276,535
ENGINEERING - 0.2%
EG&G, Inc. 4,920 73,185
Fluor Corp. 7,130 364,521
Foster Wheeler Corp. 3,100 124,775
562,481
TOTAL CONSTRUCTION & REAL ESTATE 1,764,211
DURABLES - 4.6%
AUTOS, TIRES, & ACCESSORIES - 3.7%
Chrysler Corp. 30,500 1,460,188
Cooper Tire & Rubber Co. 7,200 188,100
Cummins Engine Co., Inc. 3,200 138,400
Dana Corp. 4,100 221,913
Eaton Corp. 6,080 337,440
Echlin, Inc. 5,000 130,000
Ford Motor Co. 43,050 2,513,044
General Motors Corp. 61,530 3,491,828
Genuine Parts Company 10,725 382,078
Goodyear Tire & Rubber Co. 13,000 507,000
Johnson Controls, Inc. 3,500 172,375
NACCO Industries, Inc. Class A 800 40,100
Navistar International Corp. (a) 2,360 44,545
Pep Boys - Manny, Moe & Jack 5,300 161,650
PACCAR, Inc. 3,338 178,583
SPX Corp. 1,200 18,300
Snap-on Tools Corp. 3,700 141,063
TRW, Inc. 5,560 362,790
10,489,397
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

DURABLES - CONTINUED
CONSUMER ELECTRONICS - 0.4%
Black & Decker Corp. 7,200 $ 138,600
Fedders USA Inc. (a) 1,700 13,175
Maytag Co. 9,300 175,538
Newell Co. 6,800 266,050
Stanley Works 3,900 152,100
Whirlpool Corp. 6,100 356,850
1,102,313
HOME FURNISHINGS - 0.0%
Bassett Furniture Industries, Inc. 1,200 31,050
TEXTILES & APPAREL - 0.5%
Hartmarx Corp. (a) 2,800 18,900
Liz Claiborne, Inc. 7,000 175,000
NIKE, Inc. Class B 6,580 352,853
Oshkosh B'Gosh, Inc. Class A 1,200 15,600
Reebok International Ltd. 7,300 224,475
Russell Corp. 3,500 98,875
Springs Industries, Inc. Class A 1,500 50,063
Stride Rite Corp. 4,300 52,675
VF Corp. 5,600 280,700
1,269,141
TOTAL DURABLES 12,891,901
ENERGY - 10.1%
COAL - 0.0%
Eastern Enterprises Co. 2,000 52,250
ENERGY SERVICES - 0.8%
Baker Hughes, Inc. 12,100 222,338
Dresser Industries, Inc. 11,940 271,635
Halliburton Co. 9,880 292,695
Helmerich & Payne, Inc. 2,100 54,863
McDermott International, Inc. 4,600 97,750
Rowan Companies, Inc. (a) 7,200 52,200
Schlumberger Ltd. 21,080 1,159,400
2,150,881
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

ENERGY - CONTINUED
OIL & GAS - 9.3%
Amerada Hess Corp. 8,040 $ 404,010
Amoco Corp. 43,010 2,413,936
Ashland Oil, Inc. 5,230 202,663
Atlantic Richfield Co. 13,820 1,318,083
Burlington Resources, Inc. 8,000 359,000
Chevron Corp. 28,140 2,504,460
Exxon Corp. 107,460 6,756,548
Kerr-McGee Corp. 4,360 195,110
Louisiana Land & Exploration Co. 2,540 100,330
Maxus Energy Corp. (a) 11,600 52,200
Mobil Corp. 34,550 2,703,538
Occidental Petroleum Corp. 26,400 468,600
Oryx Energy Co. 8,360 141,075
Pennzoil Co. 3,830 188,628
Phillips Petroleum Co. 22,600 706,250
Royal Dutch Petroleum Co. 46,420 5,059,780
Santa Fe Energy Resources, Inc. 7,766 68,923
Sun Company, Inc. 9,180 310,973
Texaco, Inc. 22,440 1,444,575
Unocal Corp. 20,900 577,363
USX-Marathon Group 24,800 418,500
26,394,545
TOTAL ENERGY 28,597,676
FINANCE - 11.6%
BANKS - 5.7%
Banc One Corp. 32,422 1,069,926
Bank of Boston Corp. 8,349 214,987
Bankers Trust New York Corp. 7,050 471,469
BankAmerica Corp. 30,964 1,339,193
Barnett Banks, Inc. 8,400 387,450
Boatmen's Bancshares, Inc. 8,800 277,200
Chase Manhattan Corp. 16,000 544,000
Chemical Banking Corp. 21,767 756,403
Citicorp (a) 32,563 1,204,831
CoreStates Financial Corp. 10,300 272,950
First Chicago Corp. 7,216 381,546
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

FINANCE - CONTINUED
BANKS - CONTINUED
First Fidelity Bancorporation 7,015 $ 325,321
First Interstate Bancorp 6,710 535,123
First Union Corp. 14,690 655,541
Fleet Financial Group, Inc. 12,082 456,096
Keycorp. (New) 37,355 1,181,352
Mellon Bank Corp. 5,542 308,967
Morgan (J.P.) & Co., Inc. 17,019 1,046,669
NBD Bancorp, Inc. 13,850 392,994
NationsBank Corp. 23,559 1,230,958
Norwest Corp. 26,000 669,500
PNC Financial Corp. 20,260 564,748
Shawmut National Corp. 8,100 181,238
SunTrust Banks, Inc. 10,700 494,875
U.S. Bancorp 8,550 215,353
Wachovia Corp. 10,000 311,250
Wells Fargo & Co. 4,870 706,150
16,196,090
CREDIT & OTHER FINANCE - 1.0%
American Express Co. 42,000 1,244,250
Beneficial Corp. 4,500 171,000
Dean Witter Discover & Co. 14,718 553,765
Household International, Inc. 8,145 255,549
MBNA Corp. 12,900 322,500
Transamerica Corporation 6,650 334,994
2,882,058
FEDERAL SPONSORED CREDIT - 1.0%
Federal Home Loan Mortgage Corporation 15,500 875,750
Federal National Mortgage Association 23,670 1,970,528
2,846,278
INSURANCE - 3.3%
Aetna Life & Casualty Co. 9,630 500,760
Alexander & Alexander Services, Inc. 3,500 51,188
American General Corp. 18,720 477,360
American International Group, Inc. 27,475 2,342,244
CIGNA Corp. 6,220 363,870
CNA Financial Corp. (a) 5,380 341,630
Capital Holding Corp. 8,720 261,600
Chubb Corp. (The) 7,580 579,870
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

FINANCE - CONTINUED
INSURANCE - CONTINUED
Continental Corp. 4,800 $ 108,000
General Re Corp. 7,340 818,410
Jefferson Pilot Corp. 4,315 210,896
Lincoln National Corp. 8,160 311,100
Marsh & McLennan Companies, Inc. 6,360 537,420
SAFECO Corp. 5,460 294,158
St. Paul Companies, Inc. (The) 3,650 289,719
Torchmark Corp. 6,420 239,948
Travelers, Inc. (The) 27,621 959,830
UNUM Corp. 6,700 330,813
USF&G Corp. 7,700 96,250
USLIFE Corp. 1,980 74,250
9,189,316
SAVINGS & LOANS - 0.2%
Ahmanson (H.F.) & Co. 10,100 184,325
Golden West Financial Corp. 5,500 210,375
Great Western Financial Corp. 11,550 187,688
582,388
SECURITIES INDUSTRY - 0.4%
Merrill Lynch & Co., Inc. 18,200 671,125
Salomon, Inc. 9,600 465,600
1,136,725
TOTAL FINANCE 32,832,855
HEALTH - 8.2%
DRUGS & PHARMACEUTICALS - 4.9%
ALZA Corp. Class A 6,700 169,175
Allergan, Inc. 5,700 122,550
American Cyanamid Co. 7,750 364,250
American Home Products Corp. 26,860 1,551,165
Amgen, Inc. (a) 11,700 473,850
Bristol-Myers Squibb Co. 44,790 2,413,061
Lilly (Eli) & Co. 25,360 1,248,980
Merck & Co., Inc. 110,490 3,273,266
Pfizer, Inc. 27,440 1,618,960
Schering-Plough Corp. 16,670 1,016,870
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

HEALTH - CONTINUED
DRUGS & PHARMACEUTICALS - CONTINUED
Syntex Corporation 19,160 $ 289,795
Upjohn Co. 15,060 402,855
Warner-Lambert Co. 11,740 796,853
13,741,630
MEDICAL EQUIPMENT & SUPPLIES - 2.5%
Abbott Laboratories 71,620 2,032,218
Bard (C.R.), Inc. 4,500 109,688
Bausch & Lomb, Inc. 5,140 239,010
Baxter International, Inc. 23,900 546,713
Becton, Dickinson & Co. 6,500 251,063
Biomet, Inc. (a) 10,000 98,750
Johnson & Johnson 56,520 2,338,515
Mallinckrodt Group, Inc. 6,630 216,304
McKesson Corp. 3,500 232,750
Medtronic, Inc. 5,000 376,875
Millipore Corp. 2,400 115,800
Pall Corp. 10,066 171,122
St. Jude Medical, Inc. 4,000 103,000
U.S. Surgical Corp. 4,900 86,363
6,918,171
MEDICAL FACILITIES MANAGEMENT - 0.8%
Beverly Enterprises, Inc. (a) 6,900 91,425
Columbia/HCA Healthcare Corp. (a) 29,520 1,250,910
Community Psychiatric Centers 3,700 53,650
Manor Care, Inc. 4,950 137,363
National Medical Enterprises, Inc. 14,400 246,600
U.S. Healthcare, Inc. 14,200 532,500
2,312,448
TOTAL HEALTH 22,972,249
INDUSTRIAL MACHINERY & EQUIPMENT - 5.7%
ELECTRICAL EQUIPMENT - 3.5%
Corning, Inc. 17,440 549,360
Emerson Electric Co. 19,470 1,134,128
General Electric Co. 73,850 7,024,981
General Signal Corp. 3,960 129,690
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
ELECTRICAL EQUIPMENT - CONTINUED
Grainger (W.W.), Inc. 4,400 $ 275,000
Honeywell, Inc. 11,580 377,798
Scientific-Atlanta, Inc. 3,250 108,875
Westinghouse Electric Corp. 30,430 353,749
Zenith Electronics Corp. (a) 2,800 25,200
9,978,781
INDUSTRIAL MACHINERY & EQUIPMENT - 1.6%
Briggs & Stratton Corp. 1,300 109,525
Caterpillar, Inc. 8,830 970,196
Cincinnati Milacron, Inc. 2,600 53,950
Clark Equipment Co. (a) 1,540 105,105
Cooper Industries, Inc. 9,910 377,819
Deere & Co. 7,090 544,158
Dover Corp. 4,960 272,800
Gardner Denver Machinery, Inc. 396 3,366
Giddings & Lewis, Inc. 2,900 73,225
Harnischfeger Industries, Inc. 2,200 46,200
Illinois Tool Works, Inc. 9,760 403,820
Ingersoll-Rand Co. 9,140 319,900
Parker-Hannifin Corp. 4,200 182,175
TRINOVA Corp. 2,400 83,700
Tenneco, Inc. 14,370 736,463
Timken Co. 2,659 90,738
Varity Corp. (a) 2,990 119,600
4,492,740
POLLUTION CONTROL - 0.6%
Browning-Ferris Industries, Inc. 14,960 437,580
Ogden Corp. 3,800 80,750
Rollins Environmental Services Inc 5,200 23,400
Safety Kleen Corp. 5,025 75,375
WMX Technologies, Inc. 41,760 1,090,980
Zurn Industries, Inc. 1,110 23,310
1,731,395
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 16,202,916
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

MEDIA & LEISURE - 4.7%
BROADCASTING - 1.2%
CBS, Inc. 1,321 $ 400,263
Capital Cities/ABC, Inc. 1,341 952,110
Comcast Corp. Class A 19,050 300,038
Tele-Communications, Inc. Class A (a) 38,500 755,563
Time Warner, Inc. 32,458 1,152,259
3,560,233
ENTERTAINMENT - 0.7%
Disney (Walt) Co. 46,320 1,962,810
King World Productions, Inc. 3,200 119,600
2,082,410
LEISURE DURABLES & TOYS - 0.3%
Brunswick Corp. 8,200 189,625
Fleetwood Enterprises, Inc. 4,000 83,500
Hasbro, Inc. 7,550 256,700
Mattel, Inc. 10,765 270,471
Outboard Marine Corp. 1,700 38,038
838,334
LODGING & GAMING - 0.3%
Bally Manufacturing Corp. (a) 4,100 27,163
Hilton Hotels Corp. 4,140 231,323
Marriott International, Inc. 9,200 244,950
Promus Companies, Inc. (a) 8,850 323,025
826,461
PUBLISHING - 1.4%
American Greetings Corp. Class A 6,360 186,030
Dow Jones & Co. Inc. 8,600 330,025
Dun & Bradstreet Corp. 15,320 900,050
Gannett Co., Inc. 12,650 664,125
Harcourt Gen Inc. 6,576 214,542
Knight-Ridder, Inc. 4,780 286,203
McGraw-Hill, Inc. 4,250 276,781
Meredith Corp. 1,300 56,550
New York Times Co. (The) Class A 9,100 230,913
Times Mirror Co., Series A 11,100 351,038
Tribune Co. 5,790 367,665
3,863,922
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

MEDIA & LEISURE - CONTINUED
RESTAURANTS - 0.8%
Luby's Cafeterias, Inc. 2,350 $ 55,813
McDonald's Corp. 30,600 1,836,000
Ryan's Family Steak Houses, Inc. (a) 4,600 35,650
Shoney's, Inc. (a) 3,500 66,500
Wendy's International, Inc. 8,600 154,800
2,148,763
TOTAL MEDIA & LEISURE 13,320,123
NONDURABLES - 11.4%
AGRICULTURE - 0.1%
Pioneer Hi-Bred International, Inc. 7,700 269,500
BEVERAGES - 3.4%
Anheuser-Busch Companies, Inc. 23,270 1,259,489
Brown-Forman Corp. Class B 1,860 166,935
Coca-Cola Company (The) 112,440 4,680,315
Coors (Adolph) Co. Class B 3,300 61,463
PepsiCo, Inc. 68,660 2,506,090
Seagram Co. Ltd. 32,220 949,566
9,623,858
FOODS - 3.0%
Archer-Daniels-Midland Co. 28,825 662,975
Borden, Inc. 12,200 158,600
CPC International, Inc. 13,020 628,215
Campbell Soup Co. 21,780 854,865
ConAgra, Inc. 21,750 611,719
General Mills, Inc. 13,820 713,458
Gerber Products Co. 6,000 183,750
Heinz (H.J.) Co. 21,900 717,225
Hershey Foods Corp. 7,760 346,290
Kellogg Co. 19,740 994,403
Pet, Inc. 9,000 159,750
Quaker Oats Co. 5,900 379,813
Ralcorp Holdings, Inc. 2,993 47,888
Ralston Purina Co. 8,980 323,280
SYSCO Corp. 15,940 414,440
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

NONDURABLES - CONTINUED
FOODS - CONTINUED
Sara Lee Corp. 42,000 $ 871,500
Wrigley (Wm.) Jr. Company 10,080 520,380
8,588,551
HOUSEHOLD PRODUCTS - 3.0%
Alberto Culver Co. Class B cv 2,500 53,438
Avon Products, Inc. 6,210 368,719
Clorox Co. 4,660 235,330
Colgate-Palmolive Co. 13,360 783,230
Gillette Company 19,080 1,280,745
International Flavors & Fragrances, Inc. 9,750 355,875
Premark International, Inc. 2,800 221,200
Procter & Gamble Co. 59,060 3,359,038
Rubbermaid, Inc. 13,880 367,820
Unilever NV ADR 13,870 1,539,570
8,564,965
TOBACCO - 1.9%
American Brands, Inc. 17,460 591,458
Philip Morris Companies, Inc. 75,860 4,134,370
UST, Inc. 18,000 501,750
5,227,578
TOTAL NONDURABLES 32,274,452
PRECIOUS METALS - 0.5%
American Barrick Resources Corp. 20,000 461,054
Echo Bay Mines Ltd. 9,600 110,219
Homestake Mining Co. 11,900 226,100
Newmont Mining Corp. 7,438 306,818
Placer Dome Inc. 20,600 424,604
1,528,795
RETAIL & WHOLESALE - 6.5%
APPAREL STORES - 0.7%
Brown Group, Inc. 1,500 56,438
Charming Shoppes, Inc. 8,900 93,450
Gap, Inc. 12,580 592,833
Genesco, Inc. (a) 2,000 7,750
Limited, Inc. (The) 31,400 604,450
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - CONTINUED
APPAREL STORES - CONTINUED
Melville Corp. 9,160 $ 364,110
TJX Companies, Inc. 6,300 151,200
1,870,231
DRUG STORES - 0.2%
Long Drug Stores, Inc. 1,770 57,304
Rite Aid Corporation 7,600 146,300
Walgreen Co. 10,620 443,385
646,989
GENERAL MERCHANDISE STORES - 3.7%
Dayton Hudson Corp. 6,150 485,850
Dillard Department Stores, Inc Class A 9,760 326,960
K mart Corp. 35,300 582,450
May Department Stores Co. (The) 21,480 899,475
Mercantile Stores Co., Inc. 3,210 121,980
Nordstrom, Inc. 7,100 310,625
Penney (J.C.) Co., Inc. 20,420 1,107,785
Price/Costco, Inc. 9,095 137,562
Sears, Roebuck & Co. 30,310 1,424,570
Wal-Mart Stores, Inc. 198,960 5,023,740
Woolworth Corp. 11,440 190,190
10,611,187
GROCERY STORES - 0.7%
Albertson's, Inc. 21,880 626,315
American Stores Co. 12,280 307,000
Bruno's, Inc. 6,800 51,850
Fleming Companies, Inc. 3,253 81,732
Giant Food, Inc. Class A 5,200 118,300
Great Atlantic & Pacific Tea Co., Inc. 3,250 81,250
Kroger Co. (The) (a) 9,300 211,575
Supervalu, Inc. 6,100 199,013
Winn-Dixie Stores, Inc. 6,520 308,070
1,985,105
RETAIL & WHOLESALE, MISC - 1.2%
Circuit City Stores, Inc. 8,300 157,700
Handleman Co. (Del.) 2,900 31,538
Home Depot, Inc. (The) 38,782 1,628,844
Lowe's Companies, Inc. 12,760 449,790
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISC - CONTINUED
Tandy Corp. 5,566 $ 184,374
Toys "R" Us, Inc. (a) 25,225 873,416
3,325,662
TOTAL RETAIL & WHOLESALE 18,439,174
SERVICES - 1.1%
ADVERTISING - 0.1%
Interpublic Group of Companies, Inc. 6,500 190,125
LEASING & RENTAL - 0.2%
Blockbuster Entertainment Corp. 18,300 496,388
Ryder Systems, Inc. 6,600 165,000
661,388
PRINTING - 0.4%
Alco Standard Corp. 4,200 221,025
Deluxe Corp. 7,200 194,400
Donnelley (R.R.) & Sons Co. 13,420 365,695
Harland (John H.) Co. 2,700 61,425
Moore Corporation Ltd. 8,637 156,943
999,488
SERVICES - 0.4%
Block (H&R), Inc. 9,080 385,900
Ecolab, Inc. 5,500 121,688
Jostens, Inc. 3,900 61,913
National Education Corp. (a) 2,500 13,125
National Service Industries, Inc. 4,300 114,488
Pittston Company Services Group 3,500 87,500
Service Corp. International 7,250 178,531
Western Atlas, Inc. 3,740 160,820
1,123,965
TOTAL SERVICES 2,974,966
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

TECHNOLOGY - 7.1%
COMMUNICATIONS EQUIPMENT - 0.6%
Andrew Corp. (a) 2,100 $ 81,375
Cisco Systems, Inc. (a) 21,400 648,688
DSC Communications Corp. (a) 4,100 246,000
M/A-Com, Inc. (a) 2,200 12,100
Northern Telecom Ltd. 21,700 645,413
1,633,576
COMPUTER SERVICES & SOFTWARE - 1.0%
Autodesk, Inc. 2,020 102,515
Automatic Data Processing, Inc. 12,160 626,240
Ceridian Corp. (a) 3,800 93,100
Computer Associates International, Inc. 14,400 466,200
Computer Sciences Corp. (a) 4,350 165,300
Lotus Development Corp. (a) 3,800 246,050
Novell, Inc. (a) 27,100 497,963
Oracle Systems Corp. (a) 24,700 737,913
Shared Medical Systems Corp. 2,000 51,250
2,986,531
COMPUTERS & OFFICE EQUIPMENT - 2.8%
Amdahl Corp. 9,900 66,825
Apple Computer, Inc. 10,050 301,500
Compaq Computer Corp. (a) 7,160 794,760
Cray Research, Inc. (a) 2,260 48,308
Data General Corp. (a) 3,000 22,500
Digital Equipment Corp. (a) 11,720 246,120
Hewlett-Packard Co. 21,980 1,763,895
Intergraph Corp. (a) 4,000 38,000
International Business Machines Corp. 50,070 2,866,508
Pitney Bowes, Inc. 13,640 521,730
Sun Microsystems, Inc. (a) 8,300 185,713
Tandem Computers, Inc. (a) 9,800 115,150
Unisys Corp. (a) 14,100 153,338
Xerox Corp. 8,950 884,931
8,009,278
ELECTRONIC INSTRUMENTS - 0.1%
Perkin-Elmer Corp. 3,800 110,200
Tektronix, Inc. 2,600 78,650
188,850
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED
ELECTRONICS - 2.1%
AMP, Inc. 9,090 $ 580,624
Advanced Micro Devices, Inc. (a) 7,900 208,363
Intel Corp. 35,980 2,194,780
Motorola, Inc. 47,000 2,097,375
National Semiconductor Corp. (a) 9,600 198,000
Texas Instruments, Inc. 7,380 564,570
Thomas & Betts Corp. 1,660 103,750
5,947,462
PHOTOGRAPHIC EQUIPMENT - 0.5%
Eastman Kodak Co. 28,570 1,185,655
Polaroid Corp. 4,040 125,240
1,310,895
TOTAL TECHNOLOGY 20,076,592
TRANSPORTATION - 1.9%
AIR TRANSPORTATION - 0.3%
AMR Corp. (a) 6,570 398,306
Delta Air Lines, Inc. 4,280 203,300
UAL Corp. (a) 2,140 276,328
USAir Group, Inc. (a) 4,500 36,563
914,497
RAILROADS - 1.3%
Burlington Northern, Inc. 7,650 433,181
CSX Corp. 9,000 700,875
Conrail, Inc. 6,840 385,605
Norfolk Southern Corp. 12,040 769,055
Santa Fe Pacific Corp. 15,842 352,485
Union Pacific Corp. 17,740 1,046,660
3,687,861
TRUCKING & FREIGHT - 0.3%
Consolidated Freightways, Inc. (a) 3,100 85,250
Federal Express Corp. (a) 4,790 365,238
Roadway Services, Inc. 3,400 238,850
Yellow Corp. 2,400 50,250
739,588
TOTAL TRANSPORTATION 5,341,946
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

UTILITIES - 14.0%
CELLULAR - 0.6%
Airtouch Communications 41,330 $ 1,017,751
McCaw Cellular Communications, Inc. Class A (a) 14,000 680,750
1,698,501
ELECTRIC UTILITY - 4.2%
American Electric Power Co., Inc. 16,000 520,000
Baltimore Gas & Electric Co. 12,550 302,769
Carolina Power & Light Co. 13,900 370,088
Central & South West Corp. 16,280 417,175
Commonwealth Edison Co. 18,500 469,438
Consolidated Edison Co. of New York, Inc. 20,200 618,625
Detroit Edison Company 12,700 342,900
Dominion Resources, Inc. (Va.) 14,510 613,048
Duke Power Co. 17,760 650,460
Entergy Corp. (New) 15,700 480,813
FPL Group, Inc. 16,200 573,075
Houston Industries, Inc. 11,300 406,800
Niagara Mohawk Power Corp. 12,300 226,013
Northern States Power Co. (Minn.) 5,760 241,920
Ohio Edison Co. 13,200 245,850
PSI Resources, Inc. 4,900 109,638
Pacific Gas & Electric Co. 37,400 991,100
PacifiCorp. 24,100 430,788
Peco Energy Co. 19,100 546,738
Public Service Enterprise Group, Inc. 20,900 603,488
SCEcorp 38,700 619,200
Southern Co. 55,400 1,080,300
Texas Utilities Co. 19,286 679,832
Union Electric Co. 8,800 309,100
11,849,158
GAS - 0.9%
Arkla, Inc. 10,600 70,225
Coastal Corp. (The) 9,000 284,625
Columbia Gas System, Inc. (The) 4,420 124,865
Consolidated Natural Gas Co. 7,990 314,606
ENSERCH Corp. 5,700 80,513
Enron Corp. 20,640 611,460
NICOR, Inc. 4,740 126,203
ONEOK, Inc. 2,300 38,238
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

UTILITIES - CONTINUED
GAS - CONTINUED
Pacific Enterprises 7,280 $ 166,530
Panhandle Eastern Corp. 10,300 207,288
Peoples Energy Corp. 3,000 93,000
Sonat, Inc. 7,560 229,635
Transco Energy Co. 3,500 52,938
Williams Companies, Inc. 8,800 226,600
2,626,726
TELEPHONE SERVICES - 8.3%
American Telephone & Telegraph Co. 116,862 5,974,570
Ameritech Corp. 47,200 1,858,500
Bell Atlantic Corp. 37,750 1,953,563
BellSouth Corp. 42,920 2,612,755
GTE Corp. 81,780 2,586,293
MCI Communications Corp. 46,360 1,060,485
NYNEX Corp. 35,720 1,299,315
Pacific Telesis Group 35,930 1,149,760
Southwestern Bell Corp. 51,920 2,154,680
Sprint Corporation 29,490 1,083,758
U.S. West, Inc. 37,240 1,517,529
23,251,208
TOTAL UTILITIES 39,425,593
TOTAL COMMON STOCKS
(Cost $229,421,248) 278,183,859
PREFERRED STOCKS - 0.0%
FINANCE - 0.0%
CREDIT & OTHER FINANCE - 0.0%
National Intergroup, Inc., Series A, (Cost $28,110) 942 32,735
U.S. TREASURY OBLIGATIONS - 0.2%
PRINCIPAL
AMOUNT
8 5/8%, 10/15/95 (Cost $553,281) (b) $ 500,000 522,110
REPURCHASE AGREEMENTS - 1.3%
MATURITY VALUE (NOTE 1)
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a
joint trading account at 3.56%
dated 4/29/94 due 5/2/94 $ 3,545,403 $ 3,544,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $233,546,639) $ 282,282,704
FUTURES CONTRACTS
EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
PURCHASED
20 S&P 500 Index Contracts June 1994 $ 4,533,550 $ (30,050)
THE VALUE OF FUTURES CONTRACTS PURCHASED AS A PERCENTAGE OF TOTAL
INVESTMENT IN SECURITIES - 1.6%
LEGEND
7. Non-income producing
8. Security was pledged to cover margin requirements for futures contracts.
At the period end, the value of securities pledged amounted to $522,110.
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $233,655,663. Net unrealized appreciation aggregated
$48,627,041, of which $62,919,208 related to appreciated investment
securities and $14,292,167 related to depreciated investment securities.
At April 30, 1994, the fund had a capital loss carryforward of
approximately $1,621,000 which will expire on April 30, 2002.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1994

ASSETS

Investment in securities, at value (including repurchase $ 282,282,704
agreements of $3,544,000) (cost $233,546,639)
(Notes 1 and 2) - See accompanying schedule

Cash 115

Receivable for fund shares sold 282,219

Receivable for daily variation on futures contracts 13,000

Dividends receivable 534,502

Interest receivable 1,767

Other receivables 186

TOTAL ASSETS 283,114,493

LIABILITIES

Payable for investments purchased $ 11,395

Payable for fund shares redeemed 295,883

Accrued management fee 104,682

Other payables and accrued expenses 206

TOTAL LIABILITIES 412,166

NET ASSETS $ 282,702,327

Net Assets consist of (Note 1):

Paid in capital $ 235,434,204

Undistributed net investment income 331,986

Accumulated undistributed net realized gain (loss) on (1,769,878)
investments

Net unrealized appreciation (depreciation) on:

Investment securities 48,736,065

Futures contracts (30,050)

NET ASSETS, for 8,442,285 shares outstanding $ 282,702,327

NET ASSET VALUE, offering price and redemption price per $33.49
share ($282,702,327 (divided by) 8,442,285 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED APRIL 30, 1994

INVESTMENT INCOME $ 8,287,249
Dividends

Interest (including security lending fees of $566) (Note 5) 237,440

TOTAL INCOME 8,524,689

EXPENSES

Management fee (Note 4) $ 1,351,033

Non-interested trustees' compensation 2,511

Interest (Note 6) 627

TOTAL EXPENSES 1,354,171

NET INVESTMENT INCOME 7,170,518

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
(NOTES 1 AND 3)
Net realized gain (loss) on:

Investment securities (1,801,434)

Futures contracts (45,435) (1,846,869)

Change in net unrealized appreciation (depreciation) on:

Investment securities 9,933,160

Futures contracts 116,300 10,049,460

NET GAIN (LOSS) 8,202,591

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM $ 15,373,109
OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED APRIL 30,

1994 1993

INCREASE (DECREASE) IN NET ASSETS

Operations $ 7,170,518 $ 6,740,226
Net investment income

Net realized gain (loss) on investments (1,846,869) 2,312,305

Change in net unrealized appreciation (depreciation) 10,049,460 13,466,912
on
investments

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 15,373,109 22,519,443
FROM
OPERATIONS

Distributions to shareholders (7,060,930) (6,696,837)
From net investment income

From net realized gain (1,588,864) -

Distributions in excess of net realized gain (70,859) -

TOTAL DISTRIBUTIONS (8,720,653) (6,696,837)

Share transactions 71,828,516 130,822,814
Net proceeds from sales of shares

Reinvestment of distributions 8,306,752 6,448,141

Cost of shares redeemed (109,030,499) (77,810,587)

Redemption fees (Note 1) 46,171 62,997

Net increase (decrease) in net assets resulting from (28,849,060) 59,523,365
share
transactions

TOTAL INCREASE (DECREASE) IN NET ASSETS (22,196,604) 75,345,971

NET ASSETS

Beginning of period 304,898,931 229,552,960

End of period (including undistributed net investment $ 282,702,327 $ 304,898,931
income of $331,986 and $215,489, respectively)

OTHER INFORMATION
Shares

Sold 2,066,131 4,094,013

Issued in reinvestment of distributions 244,698 201,211

Redeemed (3,152,524) (2,430,144)

Net increase (decrease) (841,695) 1,865,080

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED APRIL 30, MARCH 6, 1990
(COMMENCEMENT
OF
OPERATIONS) TO

SELECTED PER-SHARE 1994 1993 1992 1991 APRIL 30, 1990
DATA

Net asset value, $ 32.84 $ 30.94 $ 28.06 $ 24.58 $ 25.00
beginning of period

Income from
Investment
Operations

Net investment .81 .81 .82 .76 .13
income

Net realized and .81 1.89 2.94 3.49 (.57)
unrealized gain
(loss) on
investments

Total from investment 1.62 2.70 3.76 4.25 (.44)
operations

Less Distributions

From net investment (.80) (.81) (.83) (.85) -
income

From net realized (.17) - (.07) - -
gain

In excess of net (.01) - - - -
realized gain

Total distributions (.98) (.81) (.90) (.85) -

Redemption fees added .01 .01 .02 .08 .02
to paid in capital

Net asset value, end of $ 33.49 $ 32.84 $ 30.94 $ 28.06 $ 24.58
period

TOTAL RETURN (dagger) (double dagger) 4.95 8.85 13.74 18.04 (1.68)%
% % % %

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 282,702 $ 304,899 $ 229,553 $ 111,931 $ 14,767
period (000 omitted)

Ratio of expenses to .45 .44 .35 .28 .28%*
average net assets % % % %

Ratio of expenses to .45 .45 .45 .45 .45%*
average net assets % % % %
before expense
reductions

Ratio of net investment 2.38 2.54 2.84 3.52 3.41%*
income to average % % % %
net assets

Portfolio turnover rate 3 0 1 1 0%
% % % %

</TABLE>

* ANNUALIZED
(dagger) TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
(double dagger) THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING SOME OF THE PERIODS SHOWN.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1994

1. SIGNIFICANT ACCOUNTING
POLICIES.
Fidelity Market Index Fund (the fund) is a fund of Fidelity Commonwealth
Trust (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practical to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income is accrued as earned. Dividend and
interest income is recorded net of foreign taxes where recovery of such
taxes is not assured.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the ex-
dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
non-
taxable dividends. The fund also utilized earnings and profits distributed
to shareholders on redemption of shares as a part of the dividends paid
deduction for income tax purposes.
REDEMPTION FEES. Shares held in the fund less than 180 days are subject to
a redemption fee equal to .50% of the proceeds of the redeemed shares. A
portion of the fee is accounted for as a reduction of transfer agent
expenses. This portion of the redemption fee is used to offset the
transaction costs and other expenses that short-term trading imposes on the
fund and its shareholders. The remainder of the redemption fee is accounted
for as an addition to paid in capital.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS. Effective May 1,
1993, the fund adopted Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain,
and Return of Capital Distributions by Investment Companies. As a result,
the fund changed the classification of distributions to shareholders to
better disclose the differences between financial statement amounts and
distributions determined in accordance with income tax regulations.
Accordingly, amounts as of April 30, 1993 have been reclassified to reflect
an increase in paid in capital of $215,696, an increase in undistributed
net investment income of $21,003 and a decrease in accumulated net realized
gain on investments of $236,699.
2. OPERATING POLICIES.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible
for determining that the value of these underlying securities remains at
least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
registered investment companies having management contracts with FMR, may
transfer uninvested cash balances into a joint trading account. These
balances are invested in one or more repurchase agreements that are
collateralized by U.S. Treasury or Federal Agency obligations.
FUTURES CONTRACTS AND OPTIONS. The fund may invest in futures contracts and
write options. These investments involve to varying degrees, elements of
market
2. OPERATING POLICIES -
CONTINUED
FUTURES CONTRACTS AND OPTIONS - CONTINUED
risk and risks in excess of the amount recognized in the Statement of
Assets and Liabilities. The face or contract amounts reflect the extent of
the involvement the fund has in the particular classes of instruments.
Risks may be caused by an imperfect correlation between movements in the
price of the instruments and the price of the underlying securities and
interest rates. Risks also may arise if there is an illiquid secondary
market for the instruments, or due to the inability of counterparties to
perform.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Options traded
on an exchange are valued using the last sale price or, in the absence of a
sale, the last offering price. Options traded over-the-counter are valued
using dealer-supplied valuations.
3. PURCHASES AND SALES OF
INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $7,449,481 and $36,793,476, respectively, of which U.S.
government and government agency obligations aggregated $0 and $2,090,781,
respectively.
The market value of futures contracts opened and closed amounted to
$60,771,705 and $63,894,785, respectively.
4. FEES AND OTHER
TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, Fidelity Management &
Research Company (FMR) pays all expenses except the compensation of the
non-interested Trustees and certain exceptions such as interest, taxes,
brokerage commissions and extraordinary expenses. FMR receives a fee that
is computed daily at an annual rate of
.45% of the fund's average net assets.
5. SECURITY LENDING.
The fund loaned securities to certain brokers who paid the fund negotiated
lenders' fees. These fees are included in interest income. The fund
receives U.S. Treasury obligations and/or cash as collateral against the
loaned securities, in an amount at least equal to 102% of the market value
of the loaned securities at the inception of each loan. This collateral
must be maintained at not less than 100% of the market value of the loaned
securities during the period of the loan. At period end, there were no
loans outstanding.
6. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to
6. BANK BORROWINGS -
CONTINUED
time. The maximum loan and the average daily loan balances during the
periods for which loans were outstanding amounted to $1,325,000 and
$1,197,800, respectively. The weighted average interest rate was 3.768%.
Interest expense includes $627 paid under the bank borrowing program.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of
Fidelity Market Index Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Commonwealth Trust: Fidelity Market Index Fund, including the
schedule of portfolio investments, as of April 30, 1994 and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the four years in the period then ended
and for the period March 6, 1990 (commencement of operations) to April 30,
1990. These financial statements and financial highlights are the
responsibility of the fund's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of April 30, 1994, by correspondence with the custodian
and brokers. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Commonwealth Trust: Fidelity Market Index Fund as of April 30,
1994, the results of its operations for the year then ended, the changes in
its net assets for each of the two years in the period then ended, and the
financial highlights for each of the four years in the period then ended
and for the period March 6, 1990 (commencement of operations) to April 30,
1990, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND
Boston, Massachusetts
June 3, 1994
TO CALL FIDELITY

(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
For quotes on funds you own.
1.
For an individual fund quote.
2.
For the ten most frequently
requested Fidelity fund quotes.
3.
For quotes on Fidelity Select
Portfolios.(registered trademark)
4.
To change your Personal
Identification Number (PIN).
5.
To speak with a Fidelity
representative.
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
For balances on funds you own.
1.
For your most recent fund activity
(purchases, redemptions, and
dividends).
2.
To change your Personal
Identification Number (PIN).
3.
To speak with a Fidelity
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. FOR MORE
INFORMATION ON ANY
FIDELITY FUND INCLUDING MANAGEMENT FEES AND CHARGES, CALL 1-800-544-8888
FOR A FREE
PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Arthur S. Loring, Secretary
Robert H. Morrison, Manager,
Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox *
Phyllis Burke Davis *
Richard J. Flynn *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Edward H. Malone *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
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(2_FIDELITY_LOGOS)FIDELITY

SMALL CAP STOCK
FUND
ANNUAL REPORT
APRIL 30, 1994
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on stock market
strategies.

PERFORMANCE 4 How the fund has done over time.

FUND TALK 6 The manager's review of fund
performance, strategy and outlook.

INVESTMENT CHANGES 9 A summary of major shifts in the
fund's investments over the last six
months.

INVESTMENTS 10 A complete list of the fund's
investments with their market value.

FINANCIAL STATEMENTS 26 Statements of assets and liabilities,
operations, and changes in net
assets, as well as financial
highlights.

NOTES 30 Footnotes to the financial
statements.

REPORT OF INDEPENDENT 34 The auditor's opinion.
ACCOUNTANTS

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1994 PAST 6 LIFE OF
MONTHS FUND

Small Cap Stock -0.65% 6.70%

Small Cap Stock (incl. 3% sales charge) -3.63% 3.50%

Russell 2000 -2.03% 11.05%

Average Small Company Growth -1.87% n/a
Fund

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, since the fund started on June 28, 1993.
You can compare these figures to the performance of the Russell 2000 index
- - - a broad measure of small company stocks. You can also compare them to the
average small company growth fund, which reflects the performance
of 220 small company growth funds tracked by Lipper Analytical Services.
Both benchmarks include reinvested dividends and capital gains, if any.
AVERAGE ANNUAL TOTAL RETURNS
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year. In the fund's next report we'll report these
numbers for the fund and the benchmarks.
$10,000 OVER LIFE OF FUND
Small Cap Stock (336) Russell 2000 Index
06/28/93 9700.00 10000.00
06/30/93 9700.00 10166.14
07/31/93 9767.90 10306.50
08/31/93 10126.80 10751.75
09/30/93 10340.20 11055.17
10/31/93 10417.80 11339.71
11/30/93 10126.80 10966.49
12/31/93 10555.20 11341.44
01/31/94 10818.59 11697.03
02/28/94 10906.39 11654.72
03/31/94 10184.50 11039.38
04/30/94 10350.34 11105.00
$10,000 OVER LIFE OF FUND: Let's say you invested $10,000 in Fidelity
Small Cap Stock Fund on June 28, 1993, when the fund began, and paid a 3%
sales charge. As the chart shows, by April 30, 1994, the value of your
investment would have grown to $10,350 - a 3.50% increase on your initial
investment. For comparison, look at how the Russell 2000 did over the same
period. With dividends reinvested, the same $10,000 investment would have
grown to $11,105 - a 11.05% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
growth in the long run and
volatility in the short run. In
turn, the share price and
return of a fund that invests in
stocks will vary. That means if
you sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
A sharp correction in late March
and early April dampened returns
for U.S. stock investors during the
12 months ended April 30, 1994.
Low interest rates, low inflation
and a strengthening economy
fueled strong stock market
performance from May 1993
through January 1994. However,
in an effort to keep the improving
economy from triggering higher
inflation, the Federal Reserve
Board raised short-term interest
rates three times from February
through April. Fear of higher rates
sent the stock market reeling; the
Standard & Poor's 500 stock
index fell more than 4% in March
alone. For the 12 months ended
April 30, the S&P 500 had a
total return of 5.32%, below it's
long-term average annual return
of about 10%. Continued poor
performance from consumer
nondurable stocks - including
those of most consumer
products, retail, tobacco and drug
companies - dragged down the
index. Market leaders included
technology and economically
sensitive stocks (known as
cyclicals) in such sectors as
autos, heavy machinery and
precious metals. Cyclicals led the
Dow Jones Industrial Average -
an index of 30 blue chip stocks -
to a 10.46% return for the year.
The NASDAQ Composite Index
- - - which tracks over-the-counter
stocks - was up 10.95%.
Although many foreign markets
also suffered corrections in 1994,
the Morgan Stanley EAFE
(Europe, Australia, Far East)
index rose 16.64% for the year.
The Morgan Stanley Emerging
Markets index was up 43.02%.
An interview with Brad Lewis,
Portfolio Manager of Fidelity Small Cap Stock Fund
Q. BRAD, HOW DID THE FUND DO?
A. From the day the fund started, June 28, 1993, through April 30, 1994,
Small Cap Stock had a total return of 6.70%. However, the best available
comparison with its peers covers the period from June 30, 1993, through the
end of April 1994. During that time, the fund also returned 6.70%, compared
to 10.19% for the average small company growth fund tracked by Lipper
Analytical Services. For the past six months, the fund returned -0.65%,
while the average fund returned -1.87%.
Q. ALTHOUGH ITS PERFORMANCE IMPROVED RELATIVE TO ITS PEERS, THE FUND HAS
STILL TRAILED THE AVERAGE SINCE IT STARTED . . .
A. It has. When it was launched, the fund grew very rapidly. However, it
can be tough putting large amounts of cash to work quickly in small stocks
because they can be more difficult to buy and sell. So in the first six
months of the fund, I was forced to carry a larger cash position than I
might have liked, which caused the fund's performance to lag.
Q. HOW DID THE FUND DO WHEN THE MARKET TUMBLED OVER THE PAST THREE MONTHS?
A. The fund took its knocks like everyone else, but came out slightly ahead
of most of its peers. Part of the reason is the fund's use of complex
computer models - its neural network - to choose stocks that appear to have
the best performance potential. The computer analyzes more than 100
variables relative to a stock's performance. Because stock prices follow
earnings, I've made sure the computer weighs a company's latest earnings
estimates quite heavily. My point is that when the market fell, the stocks
of companies with strong earnings growth held up better than those with
disappointing earnings. Of course, it's not always that easy. There are
factors that affect stock performance that the computer can't pick up on.
Q. WHAT ARE THOSE?
A. Investing themes or fads, which can sweep into the market at any time.
For example, last fall the prices of many smaller telecommunications stocks
rose amid the hype surrounding the building of the so-called information
superhighway, which is combining the technologies of computers, telephones
and televisions. The computer can't evaluate these themes that come and go.
So in that short time span, some of its peers that owned these stocks may
have outperformed the fund. But careful analysis of companies' business
prospects should help the fund consistently beat the broader market over
time.
Q. YOU'VE INCREASED THE FUND'S STAKE IN TECHNOLOGY STOCKS FROM 13.0% SIX
MONTHS AGO TO 30.3% ON APRIL 30. WHAT'S THE ATTRACTION?
A. Strong earnings growth. Some of the telecommunications and technology
stocks rode on the back of superhighway hype, but many have rapidly growing
earnings. And as I've mentioned, the computer models focus strongly on
earnings projections. Most of the best performing stocks were tied in some
way to the explosive growth in the personal computer market.
Q. CAN YOU GIVE US SOME EXAMPLES?
A. Atmel - the fund's largest investment on April 30 - makes integrated
circuits and computer memory equipment. The company's revenues rose 80% in
the first quarter of 1994, yet its stock is still relatively cheap.
Novellus Systems makes a very specialized product: the coating that
surrounds large "wafers" out of which computer semiconductors are stamped,
and Marshall Industries is a semiconductor distributor. The fund's computer
model favors these companies because they have solid growth prospects
coupled with attractive valuations.
Q. WERE THERE DISAPPOINTMENTS?
A. Sure. Sun TV & Appliance fell 62% over the past six months after a
price war with its competitors caused analysts to lower their earnings
expectations for the company. And Pool Energy - an energy service company -
lost more than 35% after oil prices fell.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. In 1993, falling interest rates helped drive the market, but that's
changed in 1994. With the economy gaining strength, company earnings appear
to be increasingly fueling the market. That could bode well for the fund,
as small companies tend to have faster earnings growth than their larger
counterparts. But there's reason for caution. It's still unclear what
effect rising interest rates might have on economic growth and the
profitability of small companies. Since larger stocks generally withstand
economic downturns better than smaller stocks, investors might do well to
keep expectations within reason for the months ahead.

FUND FACTS
GOAL: to increase the value
of the fund's shares by
investing in small company
stocks, chosen in part by
using computer-aided
quantitative analysis
START DATE: June 28, 1993
SIZE: as of April 30, 1994,
more than $661 million
MANAGER: Brad Lewis, since
June 1993; manager, Fidelity
Disciplined Equity, since
December 1988, and Fidelity
Stock Selector, since
September 1990; joined
Fidelity in 1985
(checkmark)
BRAD LEWIS ON BEATING THE
MARKET:
"We often hear about picking
`winning' stocks, but I think
avoiding the losers is every bit
as important. When I'm
buying stocks, I don't stray far
from the recommendations of
my computer program.
Deciding when to sell can be
tougher. Every day the
computer will crank out fresh
revisions of earnings
estimates for each of the
companies within the fund. I
probably spend two-thirds of
my time poring over these
revisions and figuring out
when it's time to sell. The
computer will tell me when
earnings prospects are
worsening, and if I can get out
of the stock before its price
falls, I've avoided a loss. If I
can do that consistently, the
fund should beat the
performance of the overall
market."
DISTRIBUTION
3.7% of the dividends
distributed during the fiscal
year were derived from
interest on U.S. Government
securities generally exempt
from state income tax.
The fund will notify
shareholders in January 1995
of the applicable percentage
for calendar year 1994 for use
in preparing 1994 income tax
returns.
INVESTMENT CHANGES

TOP TEN STOCKS AS OF APRIL 30, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Atmel Corp. 3.3 0.3

Novellus Systems Inc. 2.4 0.2

Input/Output Inc. 2.3 -

Williams-Sonoma Inc. 2.3 0.3

Altera Corp. 2.0 -

Integrated Device Technology, 2.0 0.2
Inc.

Nautica Enterprises Inc. 1.5 -

Network General Corp. 1.4 -

Tech Data Corp. 1.4 -

BMC West Corp. 1.3 0.2

TOP FIVE INDUSTRIES AS OF APRIL 30, 1994
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE INDUSTRIES
6 MONTHS AGO

Technology 30.3 13.0

Health 11.4 6.0

Finance 9.0 13.6

Retail & Wholesale 7.3 4.0

Durables 6.4 6.9

ASSET ALLOCATION
AS OF APRIL 30, 1994 AS OF OCTOBER 31, 1993
Row: 1, Col: 1, Value: 11.4
Row: 1, Col: 2, Value: 40.0
Row: 1, Col: 3, Value: 48.6
Row: 1, Col: 1, Value: 19.8
Row: 1, Col: 2, Value: 40.0
Row: 1, Col: 3, Value: 40.2
Stocks 88.6%
Short-term
Investments 11.4%
Stocks 80.2%
Short-term
Investments 19.8%
INVESTMENTS APRIL 30, 1994

Showing Percentage of Total Value of Investments

COMMON STOCKS - 88.6%
SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 1.1%
AEROSPACE & DEFENSE - 0.9%
Precision Castparts Corp. 23,400 $ 760,500
ROHR Industries, Inc (a). 15,500 135,625
Sturm Ruger & Co., Inc. 10,900 348,800
Thiokol Corp. 160,500 3,872,063
UNC, Inc. (a) 52,000 520,000
5,636,988
DEFENSE ELECTRONICS - 0.2%
Flir Systems, Inc. (a) 18,000 263,250
La Barge, Inc. (a) 7,000 12,250
Tech-Sym Corp. (a) 28,000 595,000
Watkins-Johnson Co. 22,000 709,500
1,580,000
TOTAL AEROSPACE & DEFENSE 7,216,988
BASIC INDUSTRIES - 1.8%
CHEMICALS & PLASTICS - 0.3%
Bailey Corp. (a) 22,000 217,250
First Mississippi Corp. 23,000 345,000
Lamson & Sessions Co. (a) 14,000 92,750
Sealed Air Corp. (a) 8,000 233,000
Vigoro Corp. 25,000 734,375
1,622,375
IRON & STEEL - 1.4%
Carpenter Technology Corp. 5,000 293,125
Chaparral Steel Company 22,000 222,750
Cleveland Cliffs, Inc. 32,000 1,188,000
National Steel Corp. Class B (a) 76,000 950,000
Steel Technologies, Inc. 10,000 180,000
TriMas Corp. 21,100 545,963
Weirton Steel Corp. (a) 12,000 103,500
Wheeling Pittsburgh Corp. (a) 328,000 5,412,000
8,895,338
METALS & MINING - 0.1%
Brush Wellman, Inc. 10,000 162,500
Magma Copper Co. Class B (a) 47,200 702,100
864,600
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

BASIC INDUSTRIES - CONTINUED
PACKAGING & CONTAINERS - 0.0%
Alltrista Corp. (a) 5,000 $ 93,750
TOTAL BASIC INDUSTRIES 11,476,063
CONGLOMERATES - 0.2%
CONGLOMERATES - 0.2%
Instrument Systems Corp. (a) 56,000 490,000
Quixote Corp. 24,300 510,300
Teleflex, Inc. 5,000 173,750
1,174,050
CONSTRUCTION & REAL ESTATE - 2.4%
BUILDING MATERIALS - 1.2%
ACX Technologies, Inc. (a) 20,000 690,000
Carlisle Companies, Inc. 10,000 323,750
Dexter Corp. 3,300 79,200
Grow Group, Inc. (a) 10,000 158,750
Medusa Corp. 160,000 3,980,000
Patrick Industries, Inc. 32,000 328,000
Ply-Gem Industries, Inc. 8,500 172,125
Republic Gypsum Co. 1,000 13,250
Southdown, Inc. (a) 13,800 351,900
Texas Industries, Inc. 40,000 1,505,000
Thermo Power Corp. (a) 16,800 130,200
7,732,175
CONSTRUCTION - 0.4%
Blount, Inc. Class A 7,000 251,125
Continental Homes Holding Corp. 47,400 764,325
Engle Homes, Inc. 14,000 175,000
Granite Construction, Inc. 30,000 675,000
KIT Manufacturing. Co. (a) 6,500 64,188
Schult Homes Corp. 2,000 28,000
Toll Brothers, Inc. (a) 50,000 700,000
2,657,638
ENGINEERING - 0.8%
Glenayre Technologies, Inc. 120,100 5,224,350
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE INVESTMENT TRUSTS - 0.0%
Macerich Company 16,000 $ 314,000
TOTAL CONSTRUCTION & REAL ESTATE 15,928,163
DURABLES - 6.4%
AUTOS, TIRES, & ACCESSORIES - 0.8%
Amcast Industrial Corp. 7,000 161,000
Automotive Industries Holding, Inc. (a) 47,000 1,257,250
Defiance Industries, Inc. (a) 39,400 265,950
Durakon Industries, Inc. (a) 4,000 76,000
Gentex Corp. (a) 28,900 841,713
Hayes Wheels International, Inc. 27,000 742,500
Lear Seating Corp. 8,000 155,000
NACCO Industries, Inc. Class A 3,000 150,375
Purolator Products Co. 13,000 201,500
Simpson Industries, Inc. 8,000 164,000
Stant Corp. 4,000 61,000
Wabash National Corp. 25,000 1,137,500
5,213,788
CONSUMER DURABLES - 0.2%
Department 56 Inc. (a) 7,000 194,250
Forschner Group, Inc. 71,800 1,068,025
1,262,275
CONSUMER ELECTRONICS - 0.5%
Harman International Industries, Inc. (a) 24,100 750,113
Mr. Coffee, Inc. (a) 35,000 481,250
Rival Co. (The) 82,200 1,726,200
Toro Co. 17,500 463,750
3,421,313
HOME FURNISHINGS - 0.4%
Bush Industries, Inc. Class A 67,500 1,898,438
Haverty Furniture Companies, Inc. 18,000 225,000
La-Z Boy Chair Co. 5,000 167,500
2,290,938
TEXTILES & APPAREL - 4.5%
Culp, Inc. 9,300 108,113
Farah, Inc. (a) 35,000 730,625
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

DURABLES - CONTINUED
TEXTILES & APPAREL - CONTINUED
Fieldcrest Cannon, Inc. (a) 26,000 $ 819,000
Galey & Lord, Inc. (a) 45,800 916,000
Haggar Corp. 104,100 2,966,850
Hartmarx Corp. (a) 9,600 64,800
Interface, Inc. Class A 17,000 233,750
Justin Industries Inc. 12,000 159,000
Kellwood Co. 91,000 2,195,375
Nautica Enterprises, Inc. (a) 365,800 9,876,600
Oxford Industries, Inc. 52,700 1,660,050
Pillowtex Corp. (a) 50,000 875,000
Quiksilver (a) 306,000 4,245,750
St. John Knits (a) 163,000 4,136,125
28,987,038
TOTAL DURABLES 41,175,352
ENERGY - 5.0%
ENERGY SERVICES - 4.2%
Chiles Offshore Corp. (a) 31,000 135,625
Dual Drilling Co. (a) 18,000 173,250
Energy Service, Inc. (a) 1,144,000 4,433,000
Input/Output, Inc. (a) 311,800 14,654,600
Lone Star Technologies, Inc. (a) 481,700 3,432,113
Lufkin Industries, Inc. 1,000 17,750
Marine Drilling Cos., Inc. (a) 66,800 350,700
Newpark Resources, Inc. (a) 17,000 246,500
Noble Drilling Corp. (a) 115,000 790,625
Offshore Logistics, Inc. (a) 15,000 210,000
Pool Energy Services Co. (a) 123,400 879,225
Seitel, Inc. (a) 30,500 842,563
Smith International, Inc. (a) 53,000 662,500
Wheatley TXT Corp. 5,000 57,500
26,885,951
OIL & GAS - 0.8%
Enron Liquids Pipeline LP 4,000 116,000
Holly Corp. 18,000 517,500
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

ENERGY - CONTINUED
OIL & GAS - CONTINUED
Kaneb Pipeline Partners, L.P. 2,000 $ 51,250
KCS Group, Inc. 190,600 4,622,050
5,306,800
TOTAL ENERGY 32,192,751
FINANCE - 9.0%
BANKS - 0.8%
Cullen Frost Bankers, Inc. 8,000 288,000
Dauphin Deposit Corp. 11,000 269,500
Deposit Guaranty Corp. 5,200 146,900
Fourth Financial Corp. 7,900 222,188
Hibernia Corp. Class A 78,000 614,250
Magna Group, Inc. 13,000 243,750
Premier Bancorp, Inc. 22,200 388,500
Union Planters Corp. 14,000 371,000
Westamerica Bancorp 43,600 1,264,400
Whitney Holding Corp. 44,500 1,023,500
Worthen Banking Corp. 3,000 66,000
Zions Bancorporation 10,000 385,000
5,282,988
CREDIT & OTHER FINANCE - 2.0%
Equicredit Corp. (a) 81,500 1,334,563
Foothill Group, Inc., Class A 171,300 2,355,375
GFC Financial Corp. 5,000 162,500
Hamilton Financial Services Corp. 8,000 38,000
Money Store, Inc. 157,450 3,070,275
North American Mortgage Co. 154,300 3,761,063
SPS Transaction Services, Inc. 3,200 177,600
United Companies Financial Corp. 49,200 1,771,200
12,670,576
INSURANCE - 5.2%
Acordia, Inc. 7,000 194,250
American Income Holding, Inc. 45,700 1,228,188
Capital RE Corp. 173,300 3,271,038
Capitol American Financial Corp. 29,000 677,875
CMAC Investments (a) 138,800 3,747,600
Delphi Financial Group, Inc. Class A (a) 60,400 1,117,400
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

FINANCE - CONTINUED
INSURANCE - CONTINUED
Enhance Financial Services Group Corp. 29,400 $ 554,925
Fidelity National Financial, Inc. 82,500 1,454,063
First American Financial Corp. California 131,700 3,720,525
Fremont General Corp. 182,050 4,209,906
Frontier Insurance Group, Inc. 6,000 277,500
Horace Mann Educators Corp. 12,000 330,000
Orion Capital Corp. 1,500 46,500
Penncorp Financial Group, Inc. 354,000 5,133,000
Phoenix Re Corp. 292,300 6,869,050
Protective Life Corp. 10,000 423,750
Washington National Corp. 4,000 91,500
33,347,070
SAVINGS & LOANS - 0.2%
Dime Savings Bank of New York, FSB (a) 124,000 1,054,000
Metropolitan Financial Corp. 22,000 349,250
NBB Bancorp Inc. 5,000 214,375
1,617,625
SECURITIES INDUSTRY - 0.8%
Alex. Brown, Inc. 33,000 886,875
Eaton Vance Corp. 9,000 276,750
Legg Mason, Inc. 126,650 2,707,144
Pioneer Group, Inc. 37,000 1,438,375
5,309,144
TOTAL FINANCE 58,227,403
HEALTH - 11.4%
DRUGS & PHARMACEUTICALS - 0.5%
Celtrix Laboratories, Inc. (a) 35,000 210,000
Jones Medical Industries, Inc. 25,000 287,500
Molecular Biosystems, Inc. (a) 7,000 122,500
Protein Design Labs, Inc. 28,000 563,500
Roberts Pharmaceutical Corp. (a) 62,700 2,061,263
3,244,763
MEDICAL EQUIPMENT & SUPPLIES - 2.9%
American Medical Electronics, Inc. (a) 310,000 2,693,125
ADAC Laboratories 10,000 80,000
Beckman Instruments, Inc. 20,000 495,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED
Bergen Brunswig Corp. Class A 15,000 $ 264,375
Cordis Corp. (a) 41,800 1,933,250
Datascope Corp. (a) 16,000 228,000
FoxMeyer Corp. 15,000 195,000
Healthdyne, Inc. (a) 21,000 136,500
Herbalife International, Inc. 102,000 2,409,750
Mentor Corp. 10,000 145,000
Omnicare, Inc. 110,000 3,217,500
Owens & Minor, Inc. 12,000 279,000
Steris Corporation (a) 112,000 3,136,000
Sunrise Medical, Inc. (a) 22,000 547,250
VISX, Inc. 172,800 2,894,400
18,654,150
MEDICAL FACILITIES MANAGEMENT - 8.0%
Abbey Healthcare Group, Inc. (a) 107,000 2,086,500
Community Psychiatric Centers 209,000 3,030,500
Coventry Corp. (a) 125,000 6,031,250
Employee Benefit Plans, Inc. (a) 92,000 966,000
Gencare Health Systems, Inc. (a) 26,000 858,000
Health Management Associates, Inc. Class A (a) 16,000 586,000
Homedco Group, Inc. (a) 58,000 1,906,750
Horizon Healthcare Corp. (a) 29,700 694,238
Integrated Health Services, Inc. (a). 159,000 5,068,125
Intergroup Healthcare Corp. (a) 148,000 6,641,500
Lincare Holdings, Inc. (a) 188,600 4,314,225
Living Centers of America, Inc. (a) 101,291 2,886,794
Maxicare Health Plans, Inc. (a) 38,300 440,450
Multicare Companies, Inc. (a) 5,000 97,500
Ornda Healthcorp (a) 9,706 167,429
Ramsay-HMO, Inc. (a) 20,000 1,095,000
Regency Health Services, Inc. (a) 90,000 1,428,750
Salick Health Care, Inc. (a) 51,000 790,500
Sierra Health Services, Inc. (a) 46,000 1,173,000
TakeCare, Inc. (a) 100,000 7,318,750
United HealthCare Corp. 60,544 2,512,576
Universal Health Services, Inc. Class B (a) 58,500 1,396,688
Vencor, Inc. 17,400 567,675
52,058,200
TOTAL HEALTH 73,957,113
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 1.9%
ELECTRICAL EQUIPMENT - 0.6%
Amphenol Corp. Class A (a) 15,300 $ 269,663
Baldor Electric Co. 3,080 75,460
BMC Industries, Inc. (a) 31,000 802,125
Charter Power Systems, Inc. 19,300 246,075
IEC Electronics Corp. (a) 37,000 462,500
Roper Industries, Inc. 23,000 557,750
Willcox & Gibbs, Inc. (a) 88,000 539,000
Zenith Electronics Corp. (a) 111,700 1,005,300
3,957,873
INDUSTRIAL MACHINERY & EQUIPMENT - 1.2%
Bearings, Inc. 4,000 132,500
Donaldson Company, Inc. 3,000 67,125
Duriron Company, Inc. 28,000 472,500
FSI International, Inc. (a) 33,800 405,600
Goulds Pumps, Inc. 21,000 451,500
Graco, Inc. 10,000 226,250
Indresco, Inc. (a) 35,000 463,750
IDEX Corp. (a) 32,000 1,216,000
JLG Industries, Inc. 43,900 1,201,763
Kennametal, Inc. 32,000 1,616,000
Littelfuse, Inc. 10,000 232,500
Park-Ohio Industries, Inc. (a) 15,000 245,625
Regal-Beloit Corp. 8,000 217,000
Ultratech Stepper, Inc. 13,000 307,125
Varlen Corp. 9,000 168,750
Watts Industries, Inc. Class A 21,000 493,500
7,917,488
POLLUTION CONTROL - 0.1%
Sanifill, Inc. (a) 14,000 341,250
Western Waste Industries, Inc. (a) 8,000 140,000
481,250
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 12,356,611
MEDIA & LEISURE - 2.9%
ENTERTAINMENT - 0.9%
Carmike Cinemas, Inc. Class A (a) 28,000 514,500
Casino America, Inc. (a) 54,800 1,020,650
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

MEDIA & LEISURE - CONTINUED
ENTERTAINMENT - CONTINUED
Players International, Inc. 130,000 $ 2,681,250
RHI Entertainment, Inc. (a) 38,000 1,358,500
5,574,900
LEISURE DURABLES & TOYS - 0.5%
ARCTCO, Inc. 14,000 367,500
Coachmen Industries, Inc. 142,200 2,186,325
Outboard Marine Corp. 44,000 984,500
3,538,325
LODGING & GAMING - 0.4%
Hollywood Casino Corp. Class A (a) 17,000 131,750
Rio Hotel & Casino, Inc. (a) 35,900 572,156
Santa Anita Realty Enterprises, Inc. comb. cert. 6,000 117,000
Showboat, Inc. 21,200 373,650
Station Casinos, Inc. 62,000 868,000
Video Lottery Technologies, Inc. (a) 28,600 439,725
2,502,281
PUBLISHING - 1.0%
Banta Corp. 18,000 657,000
Gibson Greetings, Inc. 16,200 319,950
Houghton Mifflin Co. 18,000 789,750
Meredith Corp. 7,000 304,500
Pulitzer Publishing Co. 2,000 73,250
Score Board, Inc. (a) 530,400 4,641,000
6,785,450
RESTAURANTS - 0.1%
Luby's Cafeterias, Inc. 14,000 332,500
Sbarro, Inc. 5,000 176,250
508,750
TOTAL MEDIA & LEISURE 18,909,706
NONDURABLES - 1.4%
BEVERAGES - 0.1%
Celestial Seasonings, Inc. (a) 13,000 367,250
Coca-Cola Bottling Co. 14,000 381,500
748,750
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

NONDURABLES - CONTINUED
FOODS - 1.0%
Flowers Industries, Inc. 14,000 $ 236,250
Hudson Foods, Inc. Class A 162,700 2,501,513
J&J Snack Foods Corp (a). 216,900 3,334,838
Michael Foods, Inc. 15,000 148,125
6,220,726
HOUSEHOLD PRODUCTS - 0.3%
First Brands Corp. 12,000 405,000
Guest Supply, Inc. (a) 23,000 388,125
Maybelline, Inc. 3,000 97,125
Paragon Trade Brands, Inc. (a) 19,000 551,000
Stanhome, Inc. 9,000 298,125
West, Inc. 3,000 70,500
1,809,875
TOTAL NONDURABLES 8,779,351
PRECIOUS METALS - 0.4%
Hecla Mining Co. (a) 204,000 2,320,500
RETAIL & WHOLESALE - 7.3%
APPAREL STORES - 1.3%
American Eagle Outfitters, Inc. 1,500 23,438
Baker (J.), Inc. 93,000 1,976,250
Claire's Stores, Inc. 156,000 2,632,500
Mothers Work (a) 3,000 63,750
One Price Clothing Stores, Inc. (a) 22,500 408,750
United States Shoe Corp. 201,700 3,630,600
8,735,288
DRUG STORES - 0.1%
Big B, Inc. 19,000 223,250
Medicine Shoppe International, Inc. 12,500 281,250
504,500
GENERAL MERCHANDISE STORES - 0.7%
Casey's General Stores, Inc. (a) 184,200 2,233,425
Gottschalks, Inc. (a) 7,000 82,250
Michaels Stores, Inc. (a) 42,100 1,862,925
4,178,600
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - CONTINUED
GROCERY STORES - 0.0%
Super Food Services, Inc. 9,000 $ 108,000
RETAIL & WHOLESALE, MISCELLANEOUS - 5.2%
Blair Co. 6,000 261,750
BMC West Corp. (a) 294,000 8,599,500
Damark International, Inc. Class A 81,000 1,964,250
Fabri-Centers of America, Inc. (a) 5,000 78,125
Good Guys, Inc. 60,000 930,000
Hechinger Co. Class A 60,000 907,500
Intertan, Inc. (a) 41,700 276,263
Lillian Vernon Corp. 8,000 175,000
Micro Warehouse, Inc. (a) 46,000 1,201,750
Rex Stores Corp. (a) 104,000 1,937,000
Sun Television & Appliances, Inc. 30,900 270,375
Tiffany & Company, Inc. 14,000 425,250
Transmedia Network, Inc. (a) 86,700 1,018,725
Waban, Inc. (a) 60,600 1,022,625
Williams-Sonoma, Inc. (a) 424,700 14,545,975
33,614,088
TOTAL RETAIL & WHOLESALE 47,140,476
SERVICES - 2.0%
ADVERTISING - 0.0%
Foote Cone & Belding Communications, Inc. 4,000 171,000
LEASING & RENTAL - 0.1%
Agency Rent-A-Car, Inc. 1,000 13,000
PHH Corp. 10,000 355,000
368,000
PRINTING - 0.6%
Merrill Corp. 124,500 2,863,500
New England Business Service, Inc. 19,000 382,375
Standard Register Co. 9,000 191,250
Wallace Computer Services, Inc. 18,000 598,500
4,035,625
SERVICES - 1.3%
CDI Corp. (a) 5,000 70,000
Day Runner, Inc. (a) 1,500 27,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

SERVICES - CONTINUED
SERVICES - CONTINUED
Devry, Inc. (a) 43,700 $ 1,201,750
Health Care Services Group, Inc. (a) 14,000 159,250
Lawyers Title Corp. 12,000 157,500
National Education Corp. (a) 33,000 173,250
Robert Half International, Inc. (a) 153,300 5,499,638
Vectra Technologies (a) 10,000 72,500
Zebra Technologies Corp. Class A (a) 38,000 1,092,500
8,453,388
TOTAL SERVICES 13,028,013
TECHNOLOGY - 30.3%
COMMUNICATIONS EQUIPMENT - 4.3%
Aspect Telecommunications Corp. (a) 67,800 2,084,850
Bolt Beranek & Newman, Inc. (a) 57,000 705,375
Centigram Communications Corp. (a) 169,500 4,894,313
InterVoice, Inc. (a) 100,900 1,160,350
Level One Communications, Inc. (a). 20,000 392,500
Network General Corp. 489,300 9,113,213
Telebit Corp. (a) 119,000 1,338,750
US Robotics, Inc. (a) 74,000 2,349,500
Xircom, Inc. (a) 273,000 6,142,500
28,181,351
COMPUTER SERVICES & SOFTWARE - 4.6%
Brandon Systems Corp. 2,000 29,500
Business Records Corp. Holding Co. (a) 3,000 102,000
Chipcom Corp. (a) 177,000 8,296,875
Computer Horizons Corp. (a) 10,500 105,000
Educational Insights, Inc. 8,000 73,000
Electronics for Imaging Inc. (a) 24,500 367,500
Gerber Scientific, Inc. 7,000 105,875
IMRS, Inc. 8,000 186,000
Intelligent Electronics, Inc. 84,200 1,599,800
Intuit (a) 223,000 8,028,000
Keane, Inc. (a) 3,000 116,625
Landmark Graphics Corp. 34,800 1,122,300
MicroAge, Inc. (a) 278,900 7,111,950
Payco American Corp. (a) 2,000 18,500
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
SPSS, Inc. 3,000 $ 27,375
Shared Medical Systems Corp. 39,000 999,375
Sterling Software, Inc. (a) 17,600 514,800
VMark Software, Inc. (a) 43,200 864,000
Xcellenet, Inc. 12,000 162,000
29,830,475
COMPUTERS & OFFICE EQUIPMENT - 5.1%
ADAPTEC, Inc. (a) 77,000 1,212,750
Cray Research, Inc. (a) 131,300 2,806,538
Exabyte (a) 148,800 2,883,000
Filenet Corp. 280,800 7,722,000
Gates/FA Distributing, Inc. (a) 98,700 1,949,325
Media Vision Technology, Inc. (a) 45,500 292,906
Merisel, Inc. (a) 161,700 2,799,431
MICROS Systems, Inc. (a) 5,000 122,500
Norand Corp. (a) 29,500 1,084,125
PenTech International, Inc. (a) 12,000 70,500
Radius, Inc. (a) 9,000 61,875
Sequoia Systems, Inc. 29,000 145,000
Symbol Technologies, Inc. (a) 9,200 231,150
Tech Data Corp. (a) 508,000 9,080,500
Tricord Systems, Inc. (a) 214,400 2,572,800
33,034,400
ELECTRONIC INSTRUMENTS - 3.4%
Electro Scientific Industries, Inc. (a) 87,000 935,250
Fisher Scientific International, Inc. 39,000 1,326,000
Helix Technology Corp. 1,000 19,250
KLA Instruments Corp. (a) 70,100 2,952,963
Lam Research Corp. (a) 26,800 810,700
Medar, Inc. (a) 14,000 182,000
Novellus System, Inc. (a) 418,000 15,204,750
Silicon Valley Group, Inc. (a) 47,000 511,125
21,942,038
ELECTRONICS - 12.9%
Advance Circuits, Inc. (a) 88,500 1,216,875
Altera Corp. (a) 333,000 12,903,750
Atmel Corp. (a) 866,200 21,438,450
Augat, Inc. (a) 246,500 5,084,063
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Bell Microproducts, Inc. (a) 20,000 $ 265,000
Benchmark Electronics, Inc. 19,100 482,275
Chips & Technologies, Inc. (a) 222,800 1,002,600
Cypress Semiconductor Corp. 132,000 2,194,500
DH Technology, Inc. (a) 18,000 315,000
Dovatron International, Inc. (a) 13,800 301,875
Flextronics International 7,000 77,000
Genus, Inc. (a) 27,000 109,688
Integrated Device Technology, Inc. (a) 419,900 12,649,488
International Rectifier Corp. (a) 83,000 1,317,625
LSI Logic Corp. (a) 50,000 1,112,500
Marshall Industries (a) 211,200 5,464,800
Maxim Integrated Products, Inc. (a) 160,000 7,820,000
Methode Electronics, Inc. Class A 21,000 330,750
Microchip Technology, Inc. (a) 89,000 2,492,000
Photronics, Inc. (a) 19,000 370,500
Pioneer-Standard Electronics, Inc. 125,400 3,385,800
Recoton Corp. (a) 30,000 817,500
Sterling Electronics Corp. (a). 17,000 235,875
Tencor Instruments (a) 31,000 581,250
VLSI Technology, Inc. (a) 106,000 1,470,750
83,439,914
TOTAL TECHNOLOGY 196,428,178
TRANSPORTATION - 3.8%
AIR TRANSPORTATION - 1.0%
SkyWest, Inc. 166,100 6,415,613
RAILROADS - 0.1%
Wisconsin Central Transportation Corp. 9,000 657,000
SHIPPING - 1.1%
American President Companies, Ltd. 324,400 6,609,650
Kirby Corp. (a) 14,000 304,500
OMI Corp. (a) 13,263 86,210
7,000,360
TRUCKING & FREIGHT - 1.6%
Airborne Freight Corp. 165,400 6,078,450
Arnold Industries, Inc. 3,200 57,600
Landstar System, Inc. 12,000 300,000
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)

TRANSPORTATION - CONTINUED
TRUCKING & FREIGHT - CONTINUED
TNT Freightways Corp. 61,650 $ 1,448,775
Werner Enterprises, Inc. 6,400 169,600
XTRA Corp. 25,300 1,116,363
Yellow Corp. 73,000 1,528,419
10,699,207
TOTAL TRANSPORTATION 24,772,180
UTILITIES - 1.3%
CELLULAR - 0.0%
Cellular Communications Puerto Rico Inc. (a) 14,000 294,000
ELECTRIC UTILITY - 0.9%
Central Hudson Gas & Electric Corp. 10,000 291,250
Central Louisiana Electric Co., Inc. 7,000 176,750
Commonwealth Energy Systems 2,000 84,000
Iowa-Illinois Gas & Electric Co. 7,000 164,500
Public Service Co. of New Mexico (a) 330,000 4,413,750
Sierra Pacific Resources 5,600 105,000
TNP Enterprises, Inc. 5,000 81,875
United Illuminating Co. 7,000 256,375
5,573,500
GAS - 0.1%
Energen Corp. 3,000 59,625
New Jersey Resources Corp. 900 22,275
Northwest Natural Gas Co. 7,000 236,250
ONEOK, Inc. 5,300 88,113
Southwestern Energy Co. 10,000 163,750
Transco Energy Co. 24,000 363,000
933,013
TELEPHONE SERVICES - 0.3%
ALC Communications Corp. (a) 46,000 1,627,250
Lincoln Telecommunications Co. 18,000 290,250
1,917,500
TOTAL UTILITIES 8,718,013
TOTAL COMMON STOCKS
(Cost $535,758,503) 573,800,911
US TREASURY OBLIGATIONS - 0.8%
PRINCIPAL VALUE (NOTE 1)
AMOUNT
U.S. Treasury Bills, yields at date of purchase
3.58% to 3.63%, 7/7/94
(Cost $5,265,335) $ 5,300,000 $ 5,263,377
REPURCHASE AGREEMENTS - 10.6%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a
joint trading account at 3.56%,
dated 4/29/94 due 5/2/94 $ 68,866,447 68,846,000
TOTAL INVESTMENT IN SECURITIES - 100.0%
(Cost $609,869,838) $ 647,910,288
LEGEND
7. Non-income producing
INCOME TAX INFORMATION
At April 30, 1994, the aggregate cost of investment securities for income
tax purposes was $610,248,874. Net unrealized appreciation aggregated
$37,661,414 of which $73,324,284 related to appreciated investment
securities and $35,662,870 related to depreciated investment securities.
The fund intends to elect to defer to its fiscal year ending April 30,
1995 $16,790,772 of losses recognized during the period November 1, 1993 to
April 30, 1994.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1994

ASSETS

Investment in securities, at value (including repurchase $ 647,910,288
agreements of $68,846,000) (cost $609,869,838)
(Notes 1 and 2) - See accompanying schedule

Cash 1,917,541

Receivable for investments sold 16,869,508

Receivable for fund shares sold 5,457,775

Dividends receivable 162,503

TOTAL ASSETS 672,317,615

LIABILITIES

Payable for investments purchased $ 8,004,106

Payable for fund shares redeemed 1,625,556

Accrued management fee 362,143

Other payables and accrued expenses 521,429

TOTAL LIABILITIES 10,513,234

NET ASSETS $ 661,804,381

Net Assets consist of (Note 1):

Paid in capital $ 640,930,275

Undistributed net investment income 3,464

Accumulated undistributed net realized gain (loss) on (17,169,808)
investments

Net unrealized appreciation (depreciation) on investment 38,040,450
securities

NET ASSETS, for 62,393,791 shares outstanding $ 661,804,381

NET ASSET VALUE, offering price and redemption price per $10.61
share ($661,804,381 (divided by) 62,393,791 shares)

Maximum offering price per share $10.94
(100/97 of $10.61)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
JUNE 28, 1993 (COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1994

INVESTMENT INCOME $ 3,037,820
Dividends

Interest 2,790,967

TOTAL INCOME 5,828,787

EXPENSES

Management fee (Note 4) $ 3,261,052

Transfer agent fees (Note 4) 1,812,306

Accounting fees and expenses (Note 4) 263,768

Non-interested trustees' compensation 338

Custodian fees and expenses 68,868

Registration fees 363,325

Audit 18,394

Legal 1,406

Interest (Notes 5 and 6) 3,553

Miscellaneous 2,246

Total expenses before reductions 5,795,256

Expense reductions (Note 7) (104,492) 5,690,764

NET INVESTMENT INCOME 138,023

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
(NOTES 1 AND 3)
Net realized gain (loss) on:

Investment securities (12,032,977)

Futures contracts (2,645,175) (14,678,152)

Change in net unrealized appreciation (depreciation) on 38,040,450
investment securities

NET GAIN (LOSS) 23,362,298

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM $ 23,500,321
OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C>
JUNE 28, 1993
(COMMENCEMENT
OF OPERATIONS) TO
APRIL 30, 1994

INCREASE (DECREASE) IN NET ASSETS

Operations $ 138,023
Net investment income

Net realized gain (loss) on investments (14,678,152)

Change in net unrealized appreciation (depreciation) on investments 38,040,450

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 23,500,321

Distributions to shareholders (138,023)
From net investment income (875,408)
In excess of net investment income

In excess of net realized gain (2,630,427)

TOTAL DISTRIBUTIONS (3,643,858)

Share transactions 1,088,308,959
Net proceeds from sales of shares

Reinvestment of distributions 3,618,979

Cost of shares redeemed (449,980,020)

Net increase (decrease) in net assets resulting from share transactions 641,947,918

TOTAL INCREASE (DECREASE) IN NET ASSETS 661,804,381

NET ASSETS

Beginning of period -

End of period (including undistributed net investment income of $3,464) $ 661,804,381

OTHER INFORMATION
Shares

Sold 103,952,169

Issued in reinvestment of distributions 343,665

Redeemed (41,902,043)

Net increase (decrease) 62,393,791

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C>
JUNE 28, 1993
(COMMENCEMENT OF
OPERATIONS) TO
APRIL 30, 1994

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 10.00

Income from Investment Operations

Net investment income .02

Net realized and unrealized gain (loss) on investments .65

Total from investment operations .67

Less Distributions

From net investment income -

In excess of net investment income (.02)

In excess of net realized gain (.04)

Total distributions (.06)

Net asset value, end of period $ 10.61

TOTAL RETURN (dagger)(double dagger) 6.70%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 661,804

Ratio of expenses to average net assets ** 1.18%*

Ratio of expenses to average net assets before expense reductions ** 1.20%*

Ratio of net investment income to average net assets .03%*

Portfolio turnover rate 210%*

</TABLE>

* ANNUALIZED
** SEE NOTE 7 OF NOTES TO FINANCIAL STATEMENTS.
(dagger) THE TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND
FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
(double dagger) THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES
NOT BEEN REDUCED DURING THE PERIOD SHOWN.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1994

8. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Small Cap Stock Fund (the fund) is a fund of Fidelity Commonwealth
Trust (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practicable to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
INCOME TAXES. The fund intends to qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code. By so qualifying, the fund
will not be subject to income taxes to the extent that it distributes all
of its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income Tax
Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income, which includes accretion of original
issue discount, is accrued as earned. Investment income is recorded net of
foreign taxes where recovery of such taxes is not assured.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
foreign currency transactions, partnerships, non-taxable dividends and
losses deferred due to wash sales. The fund also utilized earnings and
profits distributed to shareholders on redemption of shares as a part of
the dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income may include temporary book and tax
basis differences which will reverse in a subsequent period. Any taxable
income or gain remaining at fiscal year end is distributed in the following
year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
9. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. These contracts involve market risk in excess of the
amount reflected in the fund's Statement of Assets and Liabilities. The
face or contract amount in U.S. dollars reflects the total exposure the
fund has in that particular currency contract. The U.S. dollar value of
forward foreign currency contracts is determined using forward currency
exchange rates supplied by a quotation service. Losses may arise due to
changes in the value of the foreign currency or if the counterparty does
not perform under the contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and presented net on the Statement of
Assets and Liabilities. Gain (loss) on the purchase or sale of forward
foreign currency contracts having the same settlement date and broker is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible
for determining that the value of these underlying securities remains at
least equal to the resale price.
OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
registered investment companies having management contracts with FMR, may
transfer uninvested cash balances into a joint trading account. These
balances are invested in one or more repurchase agreements that are
collateralized by U.S. Treasury or Federal Agency obligations.
FUTURES CONTRACTS AND OPTIONS. The fund may invest in futures contracts and
write options. These investments involve to varying degrees, elements of
market risk and risks in excess of the amount recognized in the Statement
of Assets and Liabilities. The face or contract amounts reflect the extent
of the involvement the fund has in the particular classes of instruments.
Risks may be caused by an imperfect correlation between movements in the
price of the instruments and the price of the underlying securities and
interest rates. Risks also may arise if there is an illiquid secondary
market for the instruments, or due to the inability of counterparties to
perform.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Options traded
on an exchange are valued using the last sale price or, in the absence of a
sale, the last offering price. Options traded over-the-counter are valued
using dealer-supplied valuations.
INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by the
SEC, the fund, along with other registered investment companies having
management contracts with FMR, may participate in an interfund lending
program. This program provides an alternative credit facility allowing the
fund to borrow from, or lend money to, other participating funds.
10. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $1,265,687,740 and $717,879,403, respectively.
The market value of futures contracts opened and closed amounted to
$248,119,700 and $245,474,525, respectively.
11. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates ranging from
.30% to .52% and is based on the monthly average net assets of all the
mutual funds advised by FMR. The annual individual fund fee rate is .35%.
The basic fee is subject to a performance adjustment (up to a maximum of +
or - .20%) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. The fund's performance
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
adjustment will not take effect until June 1994. For the period, the
management fee was equivalent to an annual rate of .68% of average net
assets.
The Board of Trustees approved a new group fee rate schedule with rates
ranging from .2850% to .5200%. Effective November 1, 1993, FMR has
voluntarily agreed to implement this new group fee rate schedule as it
results in the same or a lower management fee.
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC), an
affiliate of FMR and the general distributor of the fund, received sales
charges of $2,299,056 on sales of shares of the fund.
TRANSFER AGENT FEE. Fidelity Service Co. (FSC), an affiliate of FMR, is the
fund's transfer, dividend disbursing and shareholder servicing agent. FSC
receives fees based on the type, size, number of accounts and the number of
transactions made by shareholders. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
ACCOUNTING FEE. Fidelity Service Co. (FSC), an affiliate of FMR, maintains
the fund's accounting records. The fee is based on the level of average net
assets for the month plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $178,800 for the period.
12. INTERFUND LENDING PROGRAM.
The fund participated in the interfund lending program as a borrower. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $31,339,000. The weighted average
interest rate was 3.44%. Interest expense includes $2,996 paid under the
interfund lending program.
13. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $5,176,000. The weighted average
interest rate was 3.88%. Interest expense includes $557 paid under the bank
borrowing program.
14. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$104,492 under this arrangement.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of
Fidelity Small Cap Stock Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Commonwealth Trust: Fidelity Small Cap Stock Fund, including the
schedule of portfolio investments, as of April 30, 1994, and the related
statement of operations, the statement of changes in net assets and the
financial highlights for the period June 28, 1993 (commencement of
operations), to April 30, 1994. These financial statements and financial
highlights are the responsibility of the fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included con- firmation of
securities owned as of April 30, 1994 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles
used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Commonwealth Trust: Fidelity Small Cap Stock Fund as of April
30, 1994, the results of its operations, the changes in its net assets and
the financial highlights for the period June 28, 1993 (commencement of
operations), to April 30, 1994, in conformity with generally accepted
accounting principles.
COOPERS & LYBRAND
Boston, Massachusetts
June 3, 1994
TO CALL FIDELITY

For directions and hours,
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
1400 Civic Drive
Walnut Creek, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
2249 Galiano Street
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
1907 West State Road 434
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
1 West Pennsylvania Ave.
Towson, MD
7401 Wisconsin Avenue
Bethesda, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
101 Cambridge Street
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
26955 Northwestern Hwy.
Southfield, MI
MINNESOTA
38 South Sixth Street
Minneapolis, MN
MISSOURI
700 West 47th Street
Kansas City, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
60B South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
1903 East Ninth Street
Cleveland, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
1010 Lamar Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
175 East 400 South Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
1001 Fourth Avenue
Seattle, WA
WASHINGTON, DC
1775 K Street, N.W.
Washington, DC
WISCONSIN
222 East Wisconsin Avenue
Milwaukee, WI

TO WRITE FIDELITY

INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Arthur S. Loring, Secretary
Robert H. Morrison, Manager,
Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Marvin L. Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Fidelity Fifty Fund
Growth Company Fund
Low-Priced Stock Fund
Magellan(Registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Growth Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
Mutual Fund Quotes 1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE